04/14/2011

Article VI - DIRECTORS

Section 1. Transaction of Business. The business of the Association shall be managed by its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By Laws directed or required to be exercised or done by the Members.

Section 2. Number of Directors/Qualifications.

1. The number of Directors of the Association, none of whom need be Pennsylvania residents, shall be thirteen (13), three (3) of which shall be either a Manufacturer Member or an Associate Member, and four
   (4) of which shall serve ex officio as set forth in ARTICLE X of these By Laws.
2. The Board of Directors may, by a majority vote amending this Section of the By Laws, increase or decrease the number of Directors from time to time, provided, however, that any such decrease shall not eliminate any director then in office.

Section 3. Election of Directors.

1. Directors shall be elected annually by mail ballot. All members in good standing and entitled to vote will receive a ballot, mailed to them at their place of business at least 60 days prior to the Association's annually scheduled Annual Meeting. Completed ballots shall be returned to a location, and by a date, specified in writing by NAHAD's Board of Directors.
2. Verification of returned ballots, and counting of ballots will be conducted by an independent firm appointed by the Board. The nominated candidates receiving the greatest number of votes for each position shall be directors. In the event of a tie, a runoff ballot will be conducted. Results of the mail ballot will be announced at the Association's Annual Meeting of members by the chairperson of the Nominating Committee. Results will also be included in the next issue of NAHAD NEWS immediately following the Annual Meeting.

Section 4. Term of Office. Each Director shall hold office until the third Annual Meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

Section 5. Removal.

1. By Members. Any Director may be removed, either with or without cause, at any time, by the Members entitled to cast at least a majority of the votes which all members present would be entitled to cast at any annual or other regular election of the Directors. In case of such removal, a new director may be elected at the same meeting.
2. By the Board. Any Director may be removed for cause, at any time, by a vote of a majority of the Board of Directors. In case of such removal, a new director may be elected at the same meeting.

Section 6. Vacancies.

1. Vacancies in the Board of Directors (other than a vacancy created by an increase in the number of Directors) may be filled by a majority vote of the remaining Directors (whether or not sufficient to constitute a quorum) and each person so elected shall be a Director to serve for the balance of the unexpired term.
2. Any vacancy created by an increase in the number of Directors may be filled by a majority vote of the entire Board of Directors and each person so elected shall be a Director to serve until the next Annual Meeting of Members, whereat an election to fill such vacancy shall be held.

Section 7. Quorum and Voting.

1. A majority of the whole authorized number of Directors shall constitute a quorum for the transaction of business, except that a majority of the Directors in office shall constitute a quorum for filling a vacancy on the Board other than a vacancy created by an increase of Directors.
2. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present.
3. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation.
4. Each ex officio Member of the Board shall have one vote on each and every matter that comes before the Board.

Section 8. Regular Meetings. Regular Meetings of the Board of Directors, or such other body, shall be held at such times and places, as the Board of Directors may, by resolution or By Law, from time to time, determine. Regular Meetings of the Board of Directors may be held without Notice; however, the Executive Vice President shall give Notice of each such Resolution or By Law to any Director who was not present at the time the same was adopted at a Regular Meeting.

Section 9. Special Meetings. Special Meetings of the Board of Directors, or other body, for any purpose or purposes may be called upon the written request of the President, Executive Vice President, or a majority of the Board of Directors or such other body, as the case may be, and shall be held at such times and places, as may be specified in such call. Calls for such meetings need not specify the nature of the business to be transacted.

Section 10. Notice of Regular or Special Meetings.

1. Unless waived, written Notice of each Special Meeting stating the date, time, and place thereof shall be given by personal delivery or by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answer back received) or courier service, charges prepaid, or by facsimile transmission, to each Director or Member of such other body. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or, in the case of telex or TWX, when dispatched.
2. Unless a greater period of notice is required by statute, written notice of any Special Meeting of the Board of Directors or such other body shall be given by, or at the direction of, the Executive Vice President or the Committee Chairman, as the case may be, not less than five (5) days before any such Meeting.
3. Except as otherwise required under Pennsylvania law, notice of a Special Meeting need not state the purpose or purposes for which the meeting is called.
4. Any Director or Member of such other body, as the case may be, either before or after any Meeting, may waive any Notice required to be given by law or under these By Laws. Such Director or Member of such other body may waive Notice in writing, signed by the Director or Member of such other body entitled to the Notice, and delivered to the Executive Vice President of the Association for inclusion in the minutes or filing with the corporate records. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. Such Director or Member of such other body may also waive Notice by attendance at such Meeting, unless attendance is to object.
5. In the event a Regular or Special Meeting is held subsequent to a Member Meeting wherein a new Director or Directors were elected, no Notice shall be necessary to such newly elected Director(s) in order legally to constitute a meeting, provided a quorum shall be present.
6. Regular Meetings of the Board of Directors may be held without Notice, subject to the limitations set forth in Section 8 of this ARTICLE, supra.

Section 11. Place of Meetings. Meetings of the Board of Directors or Members of such other body shall be held at such place within or without the Commonwealth of Pennsylvania, at such place so stated in the Notice of the Meeting.

Section 12. Use of Conference Telephone or Similar Equipment. One or more of all the Directors may participate in a Meeting of the Board or other body by the means of a conference telephone or similar communications equipment by means of which all participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.

Section 13. Compensation. All Members of the Board of Directors shall serve without compensation.

Section 14. Ex Officio Members of the Board of Directors. Each ex officio member of the Board of Directors is entitled to participate in meetings of the Board to the same extent as other members of the Board.