Section 12. Chairs

At all meetings of the Board of Directors, the President or his or her designee shall preside.

Section 13. Committees of the Corporation other than Executive Committee

There shall be a Nominating Committee of the Corporation. This committee shall consist of not more than seven members appointed by the President, with the advice and consent of the Board. The Nominating Committee shall be established by the first Board meeting after the Annual Meeting.  (See Article VII, Section 2, Election).  This Committee shall have a liaison from the Board of Directors who will advise the Committee and provide reports to the Board of Directors’ meetings.

The Board, by resolution adopted by a quorum of the entire Board, may designate from among its members other Committees as needed.  Each will consist of a liaison from the Board of Directors. Each Committee shall serve at the pleasure of the Board. The Board shall define each Committee’s charge, including its term of operation.

Each Committee shall appoint the chair or co-chairs of such Committees and inform the Board of Directors of such appointment.

ARTICLE VII

OFFICERS

The officers of the Board of Directors shall be President, Vice President, Secretary, and Treasurer, and they shall have the duties, powers, and functions as the Board and these Bylaws determine.

Each Officer shall hold office until his or her successor has been elected, or until his or her term as Director ends, whichever is sooner.

Section 2. Election

On the date of the Annual Meeting, the Nominating Committee shall present the slate of nominees for the positions of Directors to the membership.  Following the election, and on that date, the newly elected Directors will assume the duties of their positions.

Following the Annual Meeting, or within two weeks following the Annual Meeting, Board shall call a regular or special meeting to appoint officers for the next fiscal year.

Section 3. Removal and Resignation

Any Officer elected may be removed by a vote of two-thirds of the whole Board of Directors (less the Officer being removed). In the event of death, resignation, or removal of an officer, the Board at its discretion may elect a successor to fill the unexpired term.

Section 4. Powers and Duties

The President shall preside at all meetings of the membership of the Corporation, shall act as chairperson of the Board of Directors, and may act as ex-officio of all committees in the absence of the Vice President. The President shall vote only in case of a tie.  He or she shall have principal responsibility for insuring that the policies of the Corporation, as determined by the Board of Directors, are carried out.