ARTICLE VI - BOARD OF DIRECTORS

Section 1:

The Board of Directors shall have all powers and duties necessary or appropriate for the administration of the affairs of the Association and may perform all such acts that they are by law, by the Articles of Incorporation or by the By-laws directed to exercise.

Section 2:

The Board of Directors shall consist of 24 members who shall be Regular members of the Association. More than one member of a graduating class may serve on the Board of Directors; however, representation of many graduating classes shall be encouraged to develop a wide range of representation.

Section 3:

The term of office for a member of the Board of Directors will be as follows: for the initial 24 members, eight will be elected for a three-year term, eight will be elected for a two-year term and eight will be elected for a one-year term. Thereafter, eight will be elected for three-year terms each year.
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Section 4:

The President, Vice-President, Secretary and Treasurer of the Association shall be the Executive Committee of the Association.

Section 5:

The Nominating Committee, as provided in Article X hereafter, shall submit to the annual meeting of the Association nominees for the office of Director. Prior to the submission of such nominations, the nominating committee shall determine the qualification of all nominees to be regular members of the Association and the willingness of such nominees to serve. Existing members of the Executive Committee, whose terms of office on the Executive Committee are continuing, shall be included in Committee nominees. The Nominating Committee will also submit a slate of officers to the Board of Directors.

Section 6:

Vacancies on the Board of Directors or the Executive Committee shall be filled by a majority vote of the members of the Board of Directors. The Board of Directors shall declare vacant the office of any Officer or Director who fails to discharge the duties of his/her office, dies or resigns from such office. Failure to discharge the duties of office shall include absence without excuse from three (3) meetings during a Board calendar year of meetings. The President is authorized to grant excused absences from meetings for illness or other good cause in his/her sole discretion, or excused absences may be granted by the majority vote of the Board of Directors. Requests for excused absences will be reported by a Director to the President or Vice-President in a timely manner, but at least prior to the commencement of a meeting.

Section 7:

Each Director shall hold office until the expiration of the term of office for which he/she was elected and until his/her successor shall have been elected.

Section 8:

A majority of the members of the Board of Directors fixed by Section 2 of this Article VI shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 9:

The act of the majority of the Board of Directors present at a meeting, at which a quorum is present, in person or by proxy, shall be the act of the Board of Directors.

Section 10:

No compensation shall be paid to an Officer or Director for the performance of his/her duties.

Section 11:

It is recommended that members of the Board acquire Directors and Officers liability insurance. Payment for such insurance shall be the responsibility of each individual Board member.