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Section 2. Nominating Committee. . The Nominating Committee shall consist of the Chair, Chair elect,
Chair Emeritus, President and two Board members. The Committee shall:
(a) Determine the number of Directorship positions to be filled at the annual meeting in order to satisfy the
requirements of the By-laws and the Certificate of Incorporation.
(b) Use reasonable effort to assure that the Board reflects geographic, type of service and locations of the
membership.
(c) Present the names of the nominees to the Board of Directors at a regular meeting of the Board at least
sixty (60) days before the annual meeting of Members. The names of all of the nominees to fill the
Directorship positions shall be listed in alphabetical order on one ballot. The ballot shall be mailed, emailed
or faxed to the members.
(d) Directors shall be elected at the annual meeting and shall hold office for four (4) years.
Section 3. Creation of Additional Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more other committees.
Section 4. Committee Chairs. The Board of Directors shall appoint all committee Chairs. The Board may,
with or without cause, revoke any such appointments at will and make new appointments.
Section 5. Meetings. Regular meetings of the committees may be held without notice at such time and at
such place as shall from time to time be determined by the committees, and special meetings of the
committees may be called by the Chair or any two (2) members thereof upon three (3) days' notice of the
other members of such committee, or on such shorter notice as may be agreed to in writing by each of the
other members of such committee, and given according to the provisions of Article 14. All committees may
hold meetings by means of telephone conference call or similar communications equipment by which all
persons participating can hear each other at the same time, and participating by such means shall constitute
presence in person at such a meeting.
Section 6. Vacancies. The Board of Directors shall appoint members to fill vacancies on the committees.
Section 7. Quorum. At all meetings of the committees, 50% of the committee’s members shall constitute
a quorum for the transaction of business except the Nomination Committee must be represented by 80% of
its members.
Section 8. Manner of Acting. The acts of a majority of the members of a committee present at a meeting
at which there is a quorum shall be the act of such committee.
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Chair Emeritus, President and two Board members. The Committee shall:
(a) Determine the number of Directorship positions to be filled at the annual meeting in order to satisfy the
requirements of the By-laws and the Certificate of Incorporation.
(b) Use reasonable effort to assure that the Board reflects geographic, type of service and locations of the
membership.
(c) Present the names of the nominees to the Board of Directors at a regular meeting of the Board at least
sixty (60) days before the annual meeting of Members. The names of all of the nominees to fill the
Directorship positions shall be listed in alphabetical order on one ballot. The ballot shall be mailed, emailed
or faxed to the members.
(d) Directors shall be elected at the annual meeting and shall hold office for four (4) years.
Section 3. Creation of Additional Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more other committees.
Section 4. Committee Chairs. The Board of Directors shall appoint all committee Chairs. The Board may,
with or without cause, revoke any such appointments at will and make new appointments.
Section 5. Meetings. Regular meetings of the committees may be held without notice at such time and at
such place as shall from time to time be determined by the committees, and special meetings of the
committees may be called by the Chair or any two (2) members thereof upon three (3) days' notice of the
other members of such committee, or on such shorter notice as may be agreed to in writing by each of the
other members of such committee, and given according to the provisions of Article 14. All committees may
hold meetings by means of telephone conference call or similar communications equipment by which all
persons participating can hear each other at the same time, and participating by such means shall constitute
presence in person at such a meeting.
Section 6. Vacancies. The Board of Directors shall appoint members to fill vacancies on the committees.
Section 7. Quorum. At all meetings of the committees, 50% of the committee’s members shall constitute
a quorum for the transaction of business except the Nomination Committee must be represented by 80% of
its members.
Section 8. Manner of Acting. The acts of a majority of the members of a committee present at a meeting
at which there is a quorum shall be the act of such committee.
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