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Bylaws

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04/14/2011

Article VII - COMMITTEESS OF DIRECTORS

Section 1. Designation of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Association, which to the extent provided in the Resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Association. Such committee or committees shall have such name or names as may be determined from time to time by Resolution adopted by the Board of Directors.

Section 2. Minutes. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3. Discontinuance of Committees. The Board of Directors may, by Resolution passed by a majority of the whole Board, discontinue any committee designated under Section 1 of the ARTICLE.

Section 4. Compensation of Committee Members. Members of the Executive Committee or of any Standing or Special Committee shall serve without compensation.

Section 5. Standing Committees. The following Committees are considered as Standing, and can be changed by Resolution passed by a majority of the whole Board, from time to time, as the objectives of the Association warrant:

  1. Annual Meeting Committee. The Annual Meeting Committee shall organize, plan and coordinate the NAHAD Annual Meeting of Members. Considered the primary mechanism for the delivery of information, training and resources to the membership, as well as the primary source of NAHAD revenues, the Annual Meeting also serves as the focal point for NAHAD's year round activities, including transaction of all committee and board business, recognition of achievement by members and leadership, awarding of scholarship grants, and building relationships between distributors and manufacturers. The Annual Meeting Committee must be supported by all other committees, particularly Training/Education, Communications, and Management Information.
  2. Communications Committee. The Communications Committee shall provide timely, well-developed promotional material to address internal (members) and external (industry, trade press and public) issues. The Communications Committee shall strive to develop a positive image and higher visibility for NAHAD and our industry.
  3. Finance Committee. The Finance Committee shall review and approve the annual operating budget, disbursements, investments, and accounting functions for the Association.
  4. Membership Committee. The Membership Committee shall retain, solicit and recruit members to our Association. The Membership Committee shall review the qualifications of Membership Applicants and Members to ensure conformance with the eligibility criteria and to maintain the integrity of the Association.
  5. Management Information Committee. The Management Information Committee shall collect and analyze relevant data and information for distribution to the membership through the Communications Committee. The Management Information Committee shall establish appropriate surveys and mechanisms for review and compilation.
  6. Nominating Committee. At one hundred twenty (120) days prior to the first day of each Annual Meeting, the President shall appoint a Nominating Committee. The Nominating Committee, will receive, at least sixty (60) days prior to the first day of each Annual Meeting, nominations for eligible vacancies on the Board of Directors. It shall be the privilege of any member of the Association to place in nomination the name of any member eligible for such office. Appropriate notification and forms for submitting eligible nominees will be mailed to all members at least 90 days prior to the annual meeting. This committee shall select candidates by a majority vote of the committee to be approved by the Board of Directors for the various elective offices of directors and officers of the Association. Their report, containing the slate of candidates so selected, and approved, shall be presented to the members in the form of a written ballot which shall be mailed to all voting members at least 60 days prior to the Association's Annual Meeting. The voting members of the Association may vote for any individual so nominated and/or write in the name or names of other eligible members who have given their consent to be so nominated.
  7. Excess Inventory Committee. The Excess Inventory Committee shall focus on the collection and distribution of surplus goods reports throughout the year as a service to our membership. To accomplish its ends, this Committee shall work with, and in support of, the Communications Committee.
  8. Training/Education Committee. The Training/Education Committee shall provide managerial skills training for owners/managers, coupled with technical and sales training for company employees. This Committee shall also survey the membership
    (see Management Information Committee) to determine specific training and educational needs and desires of the Membership.
  9. Scholarship Committee. The Scholarship Committee shall establish and administer the NAHAD college scholarship programs.
  10. Manufacturer-Associate Liaison Committee. The Manufacturer-Associate Liaison Committee is established to assure representation of the views of the Manufacturer and Associate Members. This Committee is also responsible for coordinating all activities of the Manufacturer and Associate Members.

Section 6. Ad Hoc Committees/Special Committees.

  1. Long Range Planning Committee. From time to time, the Board of Directors shall, by Resolution passed by a majority of the Board, establish a Long Range Planning Committee to determine future strategic directions, clarify and refine NAHAD's Mission, goals, and objectives, and recommend specific actions for inclusion in future Annual Action Plans.

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