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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
Directors, in writing, indicate themselves in agreement with the proposition(s) contained in such ballot, shall
constitute a valid action of the Board if reported at the next regular meeting of such Board.

Section 8.09 Absence or Lapse of Qualification.
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings, without
proper excuse, of the Board of Directors shall automatically vacate the seat on the Board of Directors and the
vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of
an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote
of a majority of its members. The Board of Directors shall declare vacant the seat of any Board member who fails to
maintain membership in good standing in the Council. A past president Ex-Officio member of the board of directors
who misses two consecutive meetings, without proper excuse, shall no longer have voting privileges as a board

Revised and Approved on October 11, 2023 (page 8 of 12)