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changes therein; shall actively pursue its objectives and supervise the disbursement of funds. The Board may adopt
such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution
of the powers granted, delegate certain of its authority and responsibility to the Executive Committee. The Board
shall elect its own Chair at the organizational meeting held during or immediately following the Annual meeting.

Section 8.02 Composition.
The voting members of the Board of Directors shall consist of: (1) four officers, consisting of the President, the Vice
President, the Secretary and the Treasurer; (2) the Chairperson (3) up to ten Directors; and (4) All Past Presidents
in good standing. Directors shall serve the association regardless of location.

8.02 (a) Duties of Directors.
Each Director shall be the primary liaison with members and state associations as delegated by the President. It
shall be the duty of the Director to determine any changes in office holders of state associations as elections are
held and relay the names, addresses, e-mail addresses, telephone and fax numbers to the Executive Director and
President. The Directors shall arrange to have an NCISS representative at state meetings and state associations
seminars/conferences or shall attend state meetings and seminars/conferences whenever possible working with
other Directors to ensure all state associations are covered. The Directors should promote membership in NCISS,
provide NCISS Your Advocate to state associations for distribution at their meetings and obtain articles or
information for articles from each state for inclusion in the NCISS YOUR ADVOCATE. Each Director shall submit
semi-annual reports to the NCISS President, the Legislative Advisory Board Chairman, and the Executive Director
15 days prior to the annual conference or mid-year meeting apprising him or her of happenings in the areas
Director has covered to includethe number of new members obtained and lapsed members renewed in the area
assigned during the period. Directors shall attend both regular and special Board meetings. Directors shall inform
each state association of issues which NCISS is working on and shall pass on to NCISS any needs that state
associations have, which are within the scope and purview of NCISS.

Section 8.03 Manner of Election, Term, and Qualifications.
All members of the Board of Directors shall be elected at the Council's Annual Meeting by a majority vote of the
members present and eligible to vote, except that the Chairperson shall automatically assume that position, after
confirmation by election by the board,immediately upon the completion of his or her term of office as
President. Voting may be held by ballot or electronically.

The officers shall be elected, and shall serve one-year terms, as specified in these Bylaws. The qualifications for
election as an officer shall be as stated in these Bylaws. Past Presidents of the Council who are Regular members
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.

Revised and Approved on October 11, 2023 (page 7 of 12)