Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 25 of 55

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determination of the Board of Directors, by written consent of members taken without a meeting, as provided in Section 5.6 of these Bylaws. In the event the election shall be conducted in the manner provided in Section 5.6, one ballot shall be mailed to each member in good standing not later than twenty (20) days before the date specified by the Board of Directors for conducting such election. It shall be accompanied by instructions for voting and a postage-paid return envelope, addressed to the Bureau and identified as containing a ballot. 6.16 The Chair shall appoint such tellers ad deemed necessary who shall open and count the ballots. Ballots on which more than the stated number of candidates has been voted for shall not be counted. The stated number of candidates receiving the highest number of votes, respectively, shall be declared elected as directors. Their election shall be reported to the Chair not later than five (5) days following the close of the election. Upon receiving the report of the tellers, the Chair shall give written notice to those who were elected. 6.17 6.18 A member of the Board of Directors may participate in a meeting of the board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence-in-person at the meeting. 6.18 Notwithstanding anything to the contrary in these bylaws, any meeting of the directors, in the discretion of the Board of Directors, may be held by means of a teleconference communication system or a video conference communication system, or any other similar electronic communication facility, that allows attendees full access to and full participation in all meeting transactions either continuously or intermittently throughout the meeting, such that all persons participating in the meeting can hear each other. Any action that could be taken at an in-person meeting may also be taken at a remote meeting held pursuant to this provision. Any director, who, through such communication system attends a meeting, shall be deemed to be personally present at that meeting for the purposes of these bylaws, including quorum and voting. Electronic polling may be conducted if warranted as determined by the Board of Directors or the presiding officer of the meeting. The Bureau shall implement reasonable measures to authenticate the attendance and vote of each attendee. Procedural rules related to the conduct of such electronic meetings may be established and promulgated by the Board of Directors or the presiding officer of the meeting.

Liability of volunteer Directors is limited as provided in the Articles of Incorporation.

6.19

ARTICLE 7 – OFFICERS

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