By-Laws
Page 4 of 10
SECTION 4. Members of the Board of Directors shall be elected annually by the members.
Four (4) Board of Director seats shall expire in every even numbered year. Three (3) Board of
Director seats shall expire in every odd numbered year. At least thirty (30) days before the
annual meeting, the President shall appoint a nominating committee consisting of three (3)
members of the Association, two shall be continuing Directors. Such nominating committee
shall nominate at least enough candidates to fill expiring Board member terms for the
succeeding fiscal year. At least fifteen (15) days before the annual meeting, the Secretary shall
mail to each voting member of the Association the nominations so made. Twenty-five or more
members of the Association may nominate other Association members as candidates for the
Board of Directors by filing with the Secretary a written nomination at least ten (10) days prior
to the annual meeting. The Secretary will promptly mail notice of any additional nominations to
all the voting members.
SECTION 5. The Board of Directors shall have the power to fill any vacancy that may occur in
their own number in any office in the Association. The Directors or Officers so elected shall
serve until the next annual election.
SECTION 5.1. Four members of the Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of such a quorum shall be the action of the
Board of Directors, but a less number may adjourn from time to time.
SECTION 5.2. Officers and Directors shall serve without compensation, provided, however,
that they shall be entitled to out-of-pocket expenses necessarily incurred by them in their
performance of their duties.
SECTION 5.3. If any Director fails to attend four meetings of the Board in any fiscal year, the
Board may, in its sole discretion, declare his/her office vacant.
SECTION 6. The regular meetings of the Board of Directors shall be held on the third Tuesday
of each month, or on such other day of each month as the Directors shall decide, and at such time
and place as they shall determine. Special meetings may be called on the order of the President
or on the motion in writing of four Directors. At least two days notice of each special meeting,
specifying its object, shall be given by mail or telephone to each Director.
SECTION 7. The Officers of the Association shall be a President, Vice President, Secretary, and
Treasurer. They shall be elected by the Directors at the first regular or special meeting of the
Board of Directors subsequent to the annual election of Directors and shall hold their respective
offices for one year, and/or until their successors are elected or qualified. The Officers shall be
subject to the control of the Board of Directors and may be removed by a majority of Directors at
any regular meeting or at any special meeting called for the purpose.
SECTION 8. The President, who must also be a Director, shall preside at all meetings of the
members and shall be the general executive officer of the Association, subject to the direction