TOS BYLAWS

Bylaws of the Texas Ornithological Society

 

ARTICLE I

Name, Purpose, and Offices

Section 1. Name.  The name of the corporation is Texas Ornithological Society, hereinafter the Corporation.

Section 2. Purpose.  The Corporation is organized exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.

Section 3. Offices.  The Corporation shall have a registered office, and may have other offices at such places as the Board of Directors may from time-to-time determine, or as the activities of the Corporation may require.

 

ARTICLE II

Members

Section 1. Members of the Corporation.  There is hereby established a class of members who shall be members of the Corporation, and who shall have voting rights in respect thereof as provided by these Bylaws.  All members in this class of membership shall be members in good standing, and shall meet such other criteria as are adopted from time-to-time by the Board.  Each member in this class of membership shall be entitled to one (1) vote. 

Section 2. Other Classes or Categories of Members.  The Board may establish such other classes or categories of members as it from time-to-time deems appropriate.  Persons or organizations in such other classes or categories of members shall not be members of the Corporation, and shall not have voting rights in respect thereof.

Section 3.  Good standing defined.  As used in these Bylaws, or in policies and procedures, “member in good standing” shall mean a person or an organization that has paid the required dues, if any, for the member’s class or category of membership, and who has complied with the other requirements of membership as determined by the Board of Directors.

Section 4. Benefits, Dues and Policies.  The Board may establish, and from time-to-time amend, membership qualifications, benefits, dues, and policies for each class or category of members established by these Bylaws, or by the Board.

Section 5.  Suspension, Termination, and Appeal.  The Board, by an affirmative vote of a majority of the Board, may suspend or terminate a member with or without cause at a meeting whose notice shall include such proposed suspension or termination.   The Board shall notify the member promptly of his or her suspension or termination.  Any member may appeal his or her suspension or termination by filing a written appeal with the Secretary of the Board within thirty (30) days of the date the Board mailed the notice of suspension or termination. Suspension for failure to pay dues may not be appealed, but may be corrected by paying the amount in arrears.  The Board shall consider any appeal at the next regularly scheduled meeting.  The decision of the Board shall be final.

Section 6. Resignation.  Any member may resign by filing a written resignation with the Secretary of the Board, which resignation shall become effective on the date specified in the written resignation, but in no case before the date of receipt.

If no date is specified, the effective date of the resignation shall be the date of receipt.

 

ARTICLE III

Meetings of Members

Section 1. Annual Meeting. There shall be an annual meeting of the members, which shall take place at such a time and place as is fixed by the Board.  At the annual meeting, the voting members of the Corporation shall receive the results of the election for Directors, and transact any and all other business that may come before the membership subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.

Section 2. Special Meetings.  Special meetings of the Corporation shall be held upon presentation of a written petition signed by not less than thirty-three per cent (33%) of the voting members of the Corporation who are in good standing. The petition shall also specify the purpose, or purposes, of the special meeting.

Section 3. Notice.  Notice of the annual meeting of the Corporation shall be given not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting.  Notice of any special meeting of the Corporation shall be given at least fifteen (15) days prior to the date of the special meeting.  Notice may be given personally, by mail to the last known address of any member, or by electronic means with or without proof of receipt required as determined by the Board.

Section 4. Waiver of Notice.  Whenever any notice is required to be given to any member, director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 5. Voting.  Elections for members of the Board of Directors shall be conducted by mail ballot. The Board shall establish dates for the mailing and return of ballots.  Ballots shall be in such a format as is determined from time-to-time by the Board, and shall be opened and tabulated upon receipt.  Ballots not postmarked by the deadline for return shall not be counted. The original ballots and tabulations shall be kept under seal until the annual meeting, at which time the results of the election shall be announced.

Section 6. Quorum.  Ten percent (10%) of all voting members in good standing shall constitute a quorum at any annual or special meeting of the Corporation, and shall include members attending by electronic means.

Section 7. Membership Lists.   In the event that there are other matters to vote on at the annual meeting, the Board shall maintain, or cause to be maintained, accurate lists of members eligible to vote at the annual meeting, or any special meeting called by the members, in accordance with applicable law.  The Board shall also determine a reasonable record date prior to each annual meeting in accordance with applicable law, which shall be coordinated with the date for mailing of the ballots.

 

ARTICLE IV

Board of Directors

Section 1. General Powers.  The activities, property, monies, and affairs of the Corporation shall be managed by the Board of Directors (hereinafter the Board) who may exercise all such powers of the Corporation as are permitted by statute, the Articles of Incorporation, and these Bylaws.

Section 2. Number.  The Board shall consist of not more than twelve (12) directors, eight (8) of whom shall be from the regions as specified in Section 3 below, and four (4) of whom shall be directors at large.  The number of directors may be increased or decreased from time-to-time by amendment of these Bylaws, provided that the number of directors shall not at any time be less than three (3), and provided further that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3. Regions.  For purposes of these Bylaws, the State of Texas shall be divided into eight (8) regions as follows: Region 1, Panhandle; Region 2, North Central; Region 3, East Texas Timberlands; Region 4, Trans-Pecos; Region 5, Edwards Plateau; Region 6, Central Prairie; Region 7, Rio Grande Brushland; and Region 8, Coastal Prairie.  The boundaries of each region shall be established, and may from time-to-time be amended, by the Board.

Section 4. Qualifications and Election.  To be elected to the Board, all nominees shall have been a voting member in good standing on or before the record date for the TOS Board Election as determined by the Board. Directors shall be elected by mail ballot prior to the Annual Meeting of the Corporation (also called Annual Meeting of Members) in accordance with these Bylaws. At this annual meeting, election results will be announced, newly-elected Directors will be introduced, and results of the Officer election will be presented.

Section 5. Term of Office.  The term of office for directors shall be three (3) years.  Directors may be reelected to a second term, after which the director shall be ineligible for reelection to the Board for a period of not less than one (1) year.  The initial directors under these Bylaws shall be apportioned as follows: one-third shall be selected for a term of one (1) year; one-third shall be selected for a term of two (2) years; and, one-third shall be selected for a term of three (3) years.  Thereafter, one-third of the directors shall be elected each year on a rotating basis for terms of three (3) years.  Directors shall serve until the expiration of their term, resignation, disqualification, or removal from office as provided in these Bylaws.

Section 6. Filling of Vacancies.  Any vacancy in the Board, or a vacancy created as the result of an increase in the number of directors, shall be filled by the affirmative vote of a majority of the Executive Committee at any regular or special meeting of the Board or the Committee, provided that the notice of the meeting shall state that the filling of vacancies is to be considered.  Any director appointed to fill a vacancy shall hold office until the end of the term of the vacancy to which he or she was appointed.  Vacancies created by an increase in the number of directors shall be apportioned so as to meet the requirements for rotation as provided in Section 5 above.

Section 7. Removal and Resignation.  Any director may be removed, either for cause or without cause, at any regular or special meeting of the Board by an affirmative vote of a majority of the number of directors in office, provided that the notice of the meeting shall state that removal of directors is to be considered.  Any officer or director may resign at any time by sending written notice by certified mail to the President of the Board.  The resignation shall take effect at the time specified, but in no case before notice is received.

Section 8. Regular Meetings.  Regular meetings of the Board shall be held at such places and at such times as may be determined by a resolution adopted by the Board and communicated to all directors, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.  There shall be not less than six (6) regular meetings of the Board each year. 

Section 9. Special Meetings.  Special meetings of the Board shall be held at such places and at such times as may from time-to-time be determined by the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.  Unless otherwise specified in these Bylaws, any and all business may be transacted at any regular or special meeting of the Board.  Special meetings may be called by the President, or by the written request of fifty percent (50%) of the directors in office.

Section 10. Annual Meeting of the Board of Directors.  There shall be an annual meeting of the Board, which shall be held after the Board election results are announced but prior to the Annual Meeting of the Corporation. The term of office for each newly elected Board Member will start at the beginning of the Annual Meeting of the Board. At the meeting, the Board shall elect officers and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws. At the discretion of the Board, this meeting may be scheduled to start immediately after the end of the last meeting of the prior-year Board.

Section 11. Notice.  Notice of the annual meeting shall be given not less than thirty (30) days nor more than sixty (60) days prior to the date of the annual meeting.  Notice of any special meeting of the Board shall be given at least seven (7) days prior to the date of the special meeting.  Notice may be given personally, by mail to the last known address of any director, or by electronic means with or without proof of receipt required as determined by the Board.  Unless otherwise required by law or these Bylaws, neither the business to be transacted, nor the purpose of the meeting need be specified in the notice of the meeting.  In case of an emergency declared by the Board President, the seven-day notice may be waived.

Section 12. Waiver of Notice.  Whenever any notice is required to be given to any director or other person under the provisions of these Bylaws, a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 13. Quorum.  At all meetings of the Board, the presence of a majority of the number of directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business, which number shall include any directors attending by electronic means.  If at any time a director suggests the absence of a quorum, the roll shall be taken immediately to determine if a quorum is present.  In the absence of a quorum the meeting may be adjourned to such a time and place as determined by the Board when a quorum will be present.  No notice, other than announcement at the meeting, shall be required to continue the meeting of the Board.

Section 14. Actions of the Board.  The act of a majority of the directors present at any meeting where a quorum is present shall constitute an act of the Board, unless a different number is required specifically by these Bylaws.

Section 15. Voting and Proxy.  Directors shall be present in person to vote, provided that with reasonable notice to the Board President, a director may attend and vote by electronic means as provided in the Bylaws.  Proxy voting shall not be allowed.

Section 16.  Consent.  Any action permitted or required to be taken at any meeting of the Board may be taken without a meeting if consent in writing setting forth the action to be taken shall be signed by all of the directors.  Such consent shall have the same force and effect as a unanimous vote of the Board.  Consent may be obtained in writing, by facsimile, or by e-mail.

Section 17. Attendance.  With reasonable notice to the President, any director may attend and vote at any meeting by electronic means in which all persons participating in the meeting can hear or communicate with each other simultaneously.   If any director fails to attend any three meetings within one (1) year, then the director shall be deemed to have submitted his or her resignation from the Board.  The Board, for good cause shown, and upon verification, may refuse to accept the resignation of any director.

Section 18. Compensation.  No director shall receive compensation as the result of his or her service on the Board or on any committee of the Board.  Nothing contained in this section shall prohibit any director from receiving reimbursement for actual expenses incurred on behalf of the Corporation, provided that the expense was authorized by the Board.  Nothing contained in this section shall prohibit any director from being reimbursed for expenses incurred in attending meetings of the Board or any committee of the Board, subject to applicable policies and procedures on reimbursement adopted by the Board.

 

ARTICLE V

Officers, Agents and Employees

Section 1.  Elected Officers.  The elected officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.

Section 2.  Election.  All officers shall be elected by the Board from amongst the directors in office at the annual meeting of the Board of Directors.

Section 3.  Appointive Officers, Agents, and Employees. The Board may from time-to-time appoint such other officers, agents and employees as it deems necessary, who shall have powers and duties as set forth in these Bylaws, or as determined from time-to-time by the Board.

Section 4.  Simultaneous Offices. No person shall hold more than one (1) of the offices designated in Section 1 above at the same time unless the Board shall first declare that such a need exists, and then designate an officer to perform the duties created by the vacancy of another officer.   At no time shall the President and the Secretary be the same person.

Section 5. Term of Office, Removal, Filling of Vacancies.  Each elected officer shall hold office for a term of one (1) year or until his or her death, resignation, disqualification or removal from office as provided in these Bylaws.  Any officer may be reelected to a second or third consecutive term in the same office, provided that no officer shall serve more than three consecutive years in the same office. Any officer may be removed at any time by a majority of the number of directors in office, when in the judgment of the Board, such removal shall be deemed in the best interest of the Corporation, and provided, that the notice of the meeting shall state that removal of officers is to be considered.  If the office of any officer becomes vacant for any reason, the vacancy shall be filled by an affirmative vote of a majority of the number of directors in office.

Section 6.  President.  The President shall have general supervision of the affairs of the Corporation; shall preside at all meetings of the Board; shall have general authority to execute bonds, deeds and contracts in the name of the Corporation; shall sign all official documents on behalf of the Corporation; shall appoint all Committee Chairpersons unless otherwise designated by these Bylaws; shall appoint such other officers and agents as are necessary for the operation of the Corporation; and in general, shall exercise all powers usually pertaining to the president or chairperson of a corporation.  All powers and duties of the President shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board. 

Section 7. Vice-President.  The Vice-President shall, in the absence of the President, perform the duties of President of the Corporation, and shall have such other powers and duties as may from time-to-time be determined by the Executive Committee or the Board.

Section 8. Secretary.  The Secretary shall keep and maintain all records of the Corporation unless otherwise specified in these Bylaws; shall see that proper notice is given for all meetings of the Board; shall keep, or cause to be kept, accurate and true records of all proceedings of meetings of the Board; shall ensure that minutes of the previous meeting(s) and all related documents are sent to directors at least five (5) days prior to the next meeting; and in general, shall exercise all powers usually pertaining to the Secretary of a corporation.  All powers and duties of the Secretary shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board in such a manner as is from time-to-time determined by the Board. 

Section 9.  Treasurer.  The Treasurer shall be the chief financial and accounting officer of the Corporation; shall have active control of and be responsible for all accounts and finances of the Corporation; shall supervise all vouchers and requests for payment by the Corporation including records pertaining thereto; shall prepare or cause to be prepared accurate and understandable monthly financial reports of the finances of the Corporation; shall prepare or cause to be prepared financial statements and related documents; shall have supervision of the books and accounts of the Corporation; shall ensure that regular and accurate reviews or audits are performed according to financial practices and procedures applicable to the Corporation; shall recommend depositories and financial institutions to the Board; shall have care and custody of all monies, funds and securities of the Corporation and shall ensure that all funds are deposited in such depositories as are selected by the Board; shall be responsible for the collection of all accounts payable to the Corporation; shall keep or cause to be kept full and accurate accounts of all expenditures and disbursements by the Corporation; shall have the power to endorse all checks, drafts, notes or other financial instruments payable to the Corporation; shall give or cause to be given proper receipts for all payments to the Corporation; and in general, shall exercise all powers usually pertaining to the treasurer of a corporation.  All powers and duties of the Treasurer shall be subject to the provisions of the Articles of Incorporation and these Bylaws, and to review and confirmation by the Board as determined from time-to-time by the Board.

Section 10. Other Powers and Duties.  In addition to the powers and duties enumerated above, the elected and appointed officers, agents, or employees of the Corporation shall perform such other duties, and have such other powers as are provided in the Articles of Incorporation, these Bylaws, and the policies and procedures adopted by the Board, or as are otherwise determined from time-to-time by the Board.

 

ARTICLE VI

Committees of the Board

Section 1.  Executive Committee.  There is hereby created an Executive Committee of the Board whose membership shall be the President, Vice-President, Secretary, and Treasurer.  The Executive Director of the Corporation, if any, shall serve as an ex-officio, non-voting member of the Executive Committee.

Section 2. Powers and Duties of the Executive Committee.  The Executive Committee shall have the authority to act on behalf of the Corporation in the intervals between Board meetings, shall be responsible for recruiting, hiring and evaluating the Executive Director, if any, and shall have such other powers and duties as may from time-to-time be determined by the Board.  The Executive Committee shall keep accurate records of its proceedings and report all actions to all directors on the Board.  All actions of the Executive Committee shall be subject to review and confirmation by the Board in such a manner as is determined from time-to-time by the Board.

Section 3. Nominating Committee.  There is hereby created a Nominating Committee which shall consist of two (2) members of the Board and two (2) members at large from the voting membership, who shall be members in good standing. The President shall appoint the members of the Nominating Committee, subject to review and confirmation by the Board in such a manner as is determined from time-to-time by the Board. It is recommended that the immediate past-President, if still a member of the Board, serve as the chairperson of the Nominating Committee; otherwise the President shall name the chairperson.

Section 4. Powers and Duties of the Nominating Committee. The Nominating Committee shall conduct an annual skills and needs assessment of the Board; shall be responsible for identifying, screening and recommending qualified potential Board members to the Board; shall nominate at least two (2) persons from the voting members for each position of Director on the Board that is to be filled at the annual meeting; shall maintain a sufficient pool of qualified potential Board members to allow for normal replacement and unforeseen vacancies; shall develop Nominating Committee policies and procedures subject to the approval of the Executive Committee and the Board; and shall meet at least six (6) time per year to discharge its powers and duties.

Section 5. Texas Bird Records Committee. There is hereby created the Texas Bird Records Committee, which shall be a permanent committee of the Texas Ornithological Society. The Chairperson of the Committee shall be named by the Board President after consultation with the then-current members of the committee, which Chairperson need not be a member of the Board of Directors. The Board shall from time-to-time adopt policies and procedures to govern the duties and responsibilities of the committee.

Section 6.  Powers and Duties of the Texas Bird Records Committee.  The duties of the committee shall include establishing criteria for the record of birds in Texas; preparing and publishing a Texas state bird list under the auspices of the Texas Ornithological Society; reviewing reports of birds that are new and/or rare in the State of Texas, and determining the acceptability of such reports; maintaining a permanent record of the birds of Texas; recommending policies and procedures to the Board for consideration; and performing such other duties and responsibilities as may from time-to-time be determined by the Executive Committee or the Board.

Section 7. Other Committees.  The President, or the Board, may establish such other committees as are necessary for the operation of the Corporation.  All other committees shall have only those powers and duties specifically designated by the Board, and shall perform such tasks and activities as may from time-to-time be determined by the Board.  All committees of the Corporation shall keep accurate and true minutes, copies of which shall be filed with the Secretary of the Corporation as directed by the Secretary or the Board.  All committees of the Corporation shall give adequate notice of meetings as determined by the committee, but in no case shall the notice be less than seven (7) days.  Standing committees of the Corporation shall be chaired by a director, and may include members who are neither officers nor directors of the Corporation.

 

ARTICLE VII

Indemnification of Officers and Directors

Section 1. Indemnification.  The Corporation shall indemnify an officer or director of the Corporation against reasonable expenses incurred by the director in connection with any proceeding in which the director is named as a defendant or respondent because he or she is, or was, a director of the Corporation, subject to the limitations in the Articles of Incorporation and these Bylaws.   

Section 2. Conditions. The Corporation shall have no obligation to indemnify an officer or director if the director is found liable for:

1. a) a breach of the director’s duty of loyalty to the Corporation;
2. b) an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation;
3. c) an act or omission that involves intentional misconduct or an intentional violation of the law;
4. d) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or,
5. e) an act or omission for which the liability of a director is expressly provided for by an applicable statute.

Section 3. Limits. The Board may adopt, and from time-to-time amend, reasonable limits on the expenses of any officer or director for whom indemnification is provided.

 

ARTICLE VIII

Miscellaneous Provisions

Section 1.   Dividends Prohibited.  No part of the net income of the Corporation shall inure to the benefit of any private shareholder or individual; no dividends shall be paid; and no part of the income of the Corporation shall be distributed to its officers or directors. 

Section 2.   Loans to Officers and Directors. The Corporation shall make no loans to any officer or director for any reason at any time.

Section 3.   Fiscal Year.  The fiscal year of the Corporation shall be fixed, and may be changed from time-to-time, by resolution of the Board.

Section 4.  Policies and Procedures.  The Board shall have the authority to adopt such policies and procedures as the Board may from time-to-time determine, or as the activities of the Corporation may require.

 

ARTICLE IX

Dissolution

Section 1. Dissolution. The Corporation may be dissolved by resolution approved by a majority of the directors in office, even though less than a quorum, or a sole remaining director.  After providing for the payment of all debts, the satisfaction of all liabilities, and the expenses of dissolving the Corporation, any assets remaining upon dissolution of the Corporation shall be disposed of by the remaining directors in accordance with the provisions of the Articles of Formation and applicable law.

 

Section 2.  No benefits.  No part of the cash or assets of the Corporation shall inure to the benefit or any current or former director or officer, current or former member, or current or former employee.

 

ARTICLE X

Amendments to Bylaws

Section 1.  The initial Bylaws shall be adopted by the voting members of the Corporation.  Thereafter, these Bylaws may be altered, amended, or repealed, or new Bylaws adopted, at any meeting of the Board, by an affirmative vote of a majority of the members of the Board, provided, that amendments to Section 1 and Section 2 of Article II, and to Section 1 of Article X may only be made by the voting membership of the Corporation at the annual meeting of the Corporation. With the exception of the initial adoption of these Bylaws, the notice of any meeting where amendments to the Bylaws are on the agenda shall state that amendments to the Bylaws are to be considered, and shall include a copy of the proposed amendments.  Notice shall be given in accordance with the provisions for notice in these Bylaws.

Section 2. Amendments to the Bylaws shall become effective upon approval, unless a different date is specified in the amendment.

These Bylaws were adopted by a majority of members with voting rights in respect thereof, in accordance with the governing documents of the Corporation. That document was signed by the Secretary and an image of that signature is shown below:

These Bylaws were modified by the Board of Directors on April 9, 2017, in accordance with the governing documents of the Corporation.

 

 

Attachment: Texas Ornithological Society Bylaw Changes

• On April 9, 2017, the TOS Board modified the Bylaws:

MOTION -- Change the following three sections of the TOS Bylaws to read as given below. Designate Shelia Hargis to work with Gailon Brehm to substitute these modified sections into the official text of the Bylaws (approved 2016), make any necessary typographical changes provided that those changes do not influence the meaning, secure required signature(s), and publish the revised Bylaws on the TOS Website. – Gailon Brehm, April 2016

BEFORE: ARTICLE IV Section 4. Qualifications and Election.   To be elected to the Board, all nominees shall have been a voting member in good standing on or before the record date for the annual meeting as determined by the Board.  Directors shall be elected at the annual meeting of the Corporation in accordance with these Bylaws.

AFTER: ARTICLE IV Section 4. Qualifications and Election. To be elected to the Board, all nominees shall have been a voting member in good standing on or before the record date for the TOS Board Election as determined by the Board. Directors shall be elected by mail ballot prior to the Annual Meeting of the Corporation (also called Annual Meeting of Members) in accordance with these Bylaws. At this annual meeting, election results will be announced, newly-elected Directors will be introduced, and results of the Officer election will be presented.

BEFORE: ARTICLE IV Section 10.  Annual Meeting. There shall be an annual meeting of the Board, which shall be the first Board meeting after the annual meeting of the Corporation.  At the meeting, the Board shall elect officers, and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws.

AFTER: ARTICLE IV Section 10. Annual Meeting of the Board of Directors. There shall be an annual meeting of the Board, which shall be held after the Board election results are announced but prior to the Annual Meeting of the Corporation. The term of office for each newly elected Board Member will start at the beginning of the Annual Meeting of the Board. At the meeting, the Board shall elect officers and may transact any and all business that may come before the Board, subject to all provisions for notice, or waiver of notice, as provided in these Bylaws. At the discretion of the Board, this meeting may be scheduled to start immediately after the end of the last meeting of the prior-year Board.

BEFORE: ARTICLE VI Section 3. Nominating Committee. There is hereby created a Nominating Committee which shall consist of the immediate past-President, one (1) member of the Executive Committee, and two (2) members at large from the voting membership, who shall be members in good standing.  The immediate past-President shall serve as chairperson of the Nominating Committee. The President shall appoint the other three members of the Nominating Committee, subject to review and confirmation by the Board in such a manner as is determined from time-to-time by the Board.  In the event that there is no immediate past-President, or the past-President is no longer a member of the Board, the President shall name a member of the Board who shall serve as the chairperson of the Nominating Committee.

AFTER: ARTICLE VI Section 3. Nominating Committee. There is hereby created a Nominating Committee which shall consist of two (2) members of the Board and two (2) members at large from the voting membership, who shall be members in good standing. The President shall appoint the members of the Nominating Committee, subject to review and confirmation by the Board in such a manner as is determined from time-to-time by the Board. It is recommended that the immediate past-President, if still a member of the Board, serve as the chairperson of the Nominating Committee; otherwise the President shall name the chairperson.