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in good standing of the Council automatically assume, without need of election, the status of Past President-Ex
Officio members of the Board.

Up to five of the Directors and shall be elected each year to serve for a term of two (2) years or until his or her
successor has been elected and assumes office. Any Regular member of the Council in good standing is eligible for
election as a Director of the Board. The Board of Directors shall make provisions for the terms of Board members
first elected pursuant to these revised Bylaws in order to ensure staggered terms of office for the. Director.

No more than two members of the Board of Directors may be from the same agency or company.

Maintenance of Council Regular membership in good standing is required for the continuation of any Board member
in that capacity.

Section 8.04 Nominations.
The Nominating Committee, acting in accordance with Article X, Section 10.01 of these Bylaws, shall present to the
membership, at least thirty (30) days before the Annual Meeting, at least one (1) nomination for each seat on the
Board which is vacant or is about to expire. Additional nominations may be made from the floor at the Annual
Meeting.

Any member who is qualified to serve as an officer as described in 6.02 or willing to assume the duties of regional
director as described in 8.02(a) may submit his/her name for any office to the nominating committee.

Section 8.05 Quorum of the Board.
At any meeting of the Board of Directors, at least 7voting members of the Board shall be required for the
transaction of the business. Except as otherwise provided in these Bylaws, the affirmative vote of a majority of
voting members of the Board then present and voting shall suffice for the transaction of business of the Council. Any
board member serving in more than one position is only entitled to one vote.

Section 8.06 Meetings of the Board.
A regular Meeting of the Board of Directors shall be held no less than two (2) times during each administrative year.
One meeting shall be held in conjunction with the Annual Meeting of the Council. The second meeting shall be held
at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors
not less than thirty (30) days before the meeting is held. In addition, the Board, including its newly elected members,
shall hold an organizational meeting during or immediately following the Annual Meeting of the Council. Special
meetings of the Board shall be called by the President, or at the request of any three Directors, by notice mailed,
delivered, telephoned or electronically transmitted to each member of the Board of Directors, not less than 72 hours
before the meeting is held.

Section 8.07 Voting.
Voting rights of a Director shall not be delegated to another nor be exercised by proxy.

Section 8.08 Voting by Mail.
Action taken by a mail or email ballot of the members of the Board of Directors, in which at least a majority of such

Revised and Approved on October 11, 2023