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ARTICLE VI ‐ BOARD OF DIRECTORS

Section I - NUMBER & TERMS: The Board of Directors shall have up to eight (8) members and no less than five (5).

The number of members may be increased or decreased within the aforesaid minimum and maximum by resolution adopted by a majority of the Board of Directors at a regular or special meeting of the Board of the Directors, provided that the notice of the proposed increase or decrease is included in the notice of meeting. No change in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office or extending his or her term. In order to conform to these by-laws, and to maintain an orderly transition of leadership from year to year, the terms of one-half (1/2) of the Directors (or as close to one-half as can be mathematically achieved) shall expire annually and one-half of the Directors (or as close to one-half as can be mathematically achieved) shall be elected annually.

Terms of the Directors shall begin on January 1 following their election and shall continue for two (2) years (unless specifically elected for a second term or appointed to a shorter term).

The Board may appoint a member to the Board of Directors by a majority vote to complete the term of a director who has resigned, transferred, or been removed, and be eligible for nomination to serve as a director for a full two (2) year term following the completion of the substitute term.

Not more than one director may serve on the board from the same entity or business.

No annual election shall be for the purpose of filling any more or less than one-half (1/2) or as close to one-half (1/2) of the directorships as can be mathematically achieved. Other vacancies shall be filled by the majority vote of the Board of Directors present.

Section II - ELECTION OF BOARD MEMBERS: The Board of Directors shall be elected at the November membership meeting or at a special meeting of the members called for this purpose.

Section III - NOMINATING COMMITTEE: A nominating committee of not less than three Chamber members shall be appointed by the President prior to the election. At least one member of the nominating committee must be a member of the Board of Directors. The duties of the nominating committee shall be to nominate candidates for the annual election of the Board of Directors. Candidates for the board of directors must be paying Chamber members in good standing. Said committee shall file a list of the nominations recommended with the Secretary prior to the election. At the November membership meeting, any Chamber member may nominate themselves from the floor

Section IV - NOMINEE LIST: The Secretary shall deliver via mail or e‐mail to a list of the nominees recommended by the nominating committee members to all members of the Chamber, at least 2 business days prior to the election..

Section V - VOTING PROCESS: All voting shall be by ballot (paper or electronic). The candidates who receive the highest number of votes shall be elected to fill the board of director positions.

Section VI - BOARD OF DIRECTOR MEETINGS: The Board of Directors shall meet no less than 6 times per year., the time to be fixed by the Board. Absence from three consecutive regular meetings, without an excuse, deemed valid and so recorded by the Board of Directors, shall be construed as a resignation.

Section VII - QUORUM: A majority of the Board of Directors shall constitute a quorum at any meeting.

Section VIII - CHAMBER PROPERTY: All members of the Board of Directors are required to return all Chamber property upon expiration of their term.