ARTICLE V. COMMITTEES

Section 1. Creation, Types, and Terms

The board of directors may create such committees as it determines to be in the best interest of the corporation. The board of directors shall determine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers which by law may not be delegated. Committees shall be designated either as “committees of the board”, composed exclusively of directors; or as “committees of the corporation”, which may include directors and non-directors, provided however that a majority of each committee of the corporation must be directors and that any committee of the corporation shall not have the power to bind the corporation. All committees shall submit to the board of directors, at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the board of directors. Except for the Nominating Committee whose terms are described in Article V, Section 3, committee members serve without limit of term. Any committee may be terminated at any time by the board of directors.

Section 2. Membership Committee

The Membership Committee, a committee of the board, shall review membership applications received by the Membership Chairperson and make recommendations to the Board of Directors concerning the approval or disapproval of applicants and the retention or expulsion of members of the Corporation, all based on the criteria set forth in these Bylaws and as established by the Board of Directors.

Section 3. Nominating Committee

Section 3.A.

Nominations for members of the Board of Directors shall be made by a Nominating Committee, a committee of the board, to be composed of five people. The President of the Board shall be an ex officio member of the Nominating Committee and he or she shall nominate the other four (4) members of the committee, all of whom must be members of the Corporation. Members of the Nominating Committee shall hold such position for two years and until the appointment of a successor or until his or her earlier death, resignation or removal.

Section 3.B.

The Board of Directors will approve the Nominating Committee composition at its December meeting. Directors shall notify the Board of their intention to step down from consideration.

Section 3.C.

Any member entitled to vote shall have the right to suggest for consideration by the Nominating Committee candidates for nomination to the Board of Directors and for any office thereof. The names and biographical information on any proposed nominee must be provided to the Nominating Committee no later than four months prior to the Annual Meeting of the members.

Section 3.D.

At least eight weeks prior to the Annual Meeting of the members, the Nominating Committee shall present to the Board of Directors its slate of candidates for election to the Board of Directors and a proposal for each officer position. The slate may include more than the number of available positions on the Board. The Board should discuss the support of the slate provided to the Nominating Committee.

Section 3.E.

No person may be a candidate for more than one position or office on the Board in any election. In those instances where the same candidate is selected by the Nominating Committee and the petition signed by ten members of the Corporation, as provided for in subdivision (c) of this section, the Nominating Committee shall have the sole discretion to determine which position or office on the Board for which the candidate shall run.

Section 3.F.

Notwithstanding any provision in these By-laws, no person shall be eligible to be a candidate for the Corporation's Board of Directors or any office thereof unless such candidate has been an active member of the Corporation for at least six months.

Section 3.G.

A listing of the candidates, along with a ballot and proxy, shall be sent to the members of the Corporation with the Notice of the Annual Meeting of the members.

Section 3.H.

Such deadlines will be met on a best efforts basis or as soon as practicable thereafter.