Bylaws

Article VI

Section 6.01. Number
The offi cers of the Association shall be a Chairman, Vice-Chairman, Secretary and Treasurer, and other such offi cers as from time to time are deemed desirable by the Board of Directors. The offices of Secretary and of Treasurer may be held by the same person.

Section 6.02. Election and Term of Office
The officers may be elected annually by secret, written ballot or by any other method, without prior nomination, by and from the Board of Directors at the January meeting of the Board of Directors each year. If the election of offi cers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold offi ce until the fi rst meeting of the Board of Directors following the next succeeding annual meeting of the members, or until a successor shall have been duly elected and shall have qualified, subject to the provisions of these bylaws with respect to the removal
of officers.

Section 6.03. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever in its judgment; the best interests of the Association will be served thereby.

Section 6.04. Vacancies
Except as otherwise provided in these bylaws, a vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 6.05. Chairman
The Chairman:
(a) Shall preside at all meetings of the Board of Directors and all meetings of the members, provided that the Chairman shall have the authority to appoint any person to serve as chair of any special or regular meeting of the members, such chair to have all duties and responsibilities of the Chairman of the Association while so presiding, and
(b) Shall sign, with the Secretary, any deeds, mortgages, deeds of trust, notes, bonds, contracts, or other instruments authorized by the Board of Directors
to be executed, except in cases where signing and execution thereof shall be expressly delegated to some other offi cer or agent of the Association by
the Board of Directors or by these bylaws, or shall be required by law to be otherwise signed or executed, and (c) Shall appoint all committees of the Board of Directors and of the Association, both standing committees and temporary committees, except where otherwise provided by these bylaws, and shall serve as ex officio member of all committees except the Committee on Nominations and the Credentials and Election Committee; and
(d) In general shall perform all duties incident to the office of Chairman and other such duties as may be prescribed by the Board of Directors from time to time.

Section 6.06. Vice Chairman
In the absence of the Chairman, or in the event of an inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall also perform such other duties as from time to time may be assigned by the Board of Directors.

Section 6.07. Secretary
The Secretary shall:
(a) Keep the minutes of the meeting of the members and of the Board of Directors in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with these bylaws or as required by law;
(c) Be custodian of the corporate records and of the seal of the Association;
(d) Keep a register of the names and post offi ce addresses of all members;
(e) Sign, with the Chairman, certificates of membership, the issue of which shall have been authorized by the Board of Directors or the members;
(f) Have general charge of the books of the Association;
(g) Keep on file at all times a complete copy of the Articles of Consolidation and bylaws of the Association containing all amendments thereto which
copy shall always be open to the inspection of any member; and
(h) In general perform all duties incident to the offi ce of Secretary and such other duties as from time to time may be assigned by the Board of
Directors.

Section 6.08. Treasurer
The Treasurer shall be responsible for:
(a) General supervision of all funds and securities of the Association;
(b) General supervision of and the issuance of all receipts for all monies in the name of the Association in such bank or banks as shall be selected in
accordance with the provision of these bylaws; and (c) The general performance of all the duties incident to the office of Treasurer and other such duties as from time to time may be assigned by the Board.

Section 6.09. Delegation of Secretary’s and Treasurer’s Responsibilities
Notwithstanding the duties, responsibilities and authorities of the Secretary and of the Treasurer hereinabove provided in Section 6.07 and 6.08, the Board of Directors by resolution may, except as otherwise limited by law, delegate, wholly or in part, the authority for, and the regular or routine administration of, one or more of each officer’s duties to one or more agents, other officers or employees of the Association who are not directors.

Section 6.10. President; Chief Executive Officer
The Board of Directors shall appoint a President, who may be, but who shall not be required to be, a member of the Association, and who also may be designated Chief Executive Officer. Such officer shall from time to time perform such duties as the Board of Directors may require and shall have such authority as the Board of Directors may so vest.

Section 6.11. Bonds
The Board of Directors at its discretion may require any office, agent or employee of the Association to give bond in such amount and with such surety as it may determine. The costs of all such bonds shall be borne by the Association.

Section 6.12. Compensation
The compensation, if any, of any officer, agent or employee shall be fi xed by the Board of Directors as a part of the overall budget of the Association.