ARTICLE VI - Board of Directors

Section 1. Composition of the Board: The number of Directors shall be not more than eleven (11), consisting of President, Vice President, Secretary, Treasurer, the Immediate Past President and six (6) Directors at Large. The size and composition of the Board may be changed by amendment to these By-laws. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 2. Authority and Responsibility: The Board of Directors shall direct, supervise, control and manage the property and affairs of the Society , its officers, committees, and publications; shall determine its policies or changes therein; shall actively pursue the objectives of the Society; and shall manage the receipt and disbursement of Society funds.

Section 3. Election and Term: Effective July 1, 2002  (see note 1 in appendix) the officers and Directors of this Society shall be elected for a term of two years (see note 1 in appendix), by annual election in the manner prescribed in Article VII of the By-laws, except as provided in Section 4 of this Article. Newly- elected officers and directors shall take office immediately. The officers of the Society shall be members of the Board of Directors.

Section 4. Vacancies: Vacancies on the Board, or newly created Directorships, shall be filled by appointment by the President, subject to approval of a majority of the Board. Board members so appointed shall serve until the next annual election.

Section 5. Compensation of Directors: Directors shall not receive any compensation for their services, but the Board of Directors by resolution may allow a fixed sum for reasonable expenses incurred in attending each regular or special meeting of the Board. The Board by resolution may allow certain advantages to the members of the Board to remunerate them for their services. Nothing herein contained shall be construed to preclude a Director from serving the Society in any other capacity and receiving compensation therefore.

Section 6. Meetings:

Section 6 (a). Regular meetings: Regular meetings of the Board sha11 be held at the time and place determined by the Board.

Section 6 (b). Notice: Ten (10) days prior notice of all meetings of the Board of Directors shall be given by the Secretary or President and be delivered personally or sent by mail or e-mail to each Director at his address as shown by the records of the Society .If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage thereon prepaid. Any director may waive notice of any meeting by filing a waiver with the Secretary before, at, or following such meeting, or by appearing at such meeting, unless the appearance is solely for the purposed of asserting the illegality of the meeting. The business to be conducted at, or the purpose of, any regular or special meeting of the Board will be specified in the notice or in the waiver of notice of the meeting.

Section 6 (c). Special meetings: Special meetings shall be held when called by the President or a majority of Directors. The time and place of, and business to be conducted at, such meetings shall be designated in the call thereof.

Section 6 (d). Quorum: At any meeting of the Board, the attendance of a majority of the Directors then in office shall constitute a quorum.

Section 6 (e). Action by Unanimous Written Consent: Any action required or permitted by law to be taken at a meeting of the Directors may be taken without the meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

Section 6 (f). Attendance: Attendance at regular Board meetings is required. If any Director fails to attend three (3) consecutive regular Board meetings without satisfactory reason, the President may declare that Directorship vacant and proceed to fill such vacancy.

Section 6 (g). Parliamentary Procedure: Board meetings will be conducted in accordance with ROBERT'S RULES OF ORDER, Revised.

Section 7. Removal: A Director may be removed from the Board for cause. Cause shall include non-attendance at regular Board meetings, as described in Section 6 (f) above.; failure to carry out the responsibilities of his office as described in Article X; conviction in a court of law for a felony; any violation of the Code of Ethics; or other cause which impairs such Director's ability to perform the duties of his Directorship, provided, however, that such removal may not be effective without due process of law where applicable.

Section 8. Committees: The President shall annually appoint such standing committees, special sub-committees, and task forces and their chairpersons as shall be deemed appropriate by the Board. The President shall be a voting member of all committees.