Each Area, as set forth in ARTICLE XIV of these By-Laws, shall be entitled to a minimum of one (1) Director, depending upon the number of voting members residing in such Area. Any Area having from 1 to 9 noting members shall be entitled to one (1) Director; from 10-19 voting members shall be entitled to two (2) Directors and in excess of 20 voting members shall be entitled to three (3) Directors.

In addition to those listed above, the following shall also be Directors, all with voting privileges: the Immediate Past President of the Association; a Director-At-Large and an Out-Of-Boundaries Director each appointed by the President; a Youth Director and a Futurity Chairman appointed by the Board and as Assistant Secretary or Assistant Treasurer appointed as necessary by the elected officers.

All Directors must be members in good standing of the Association for at least one (1) year prior to election or appointment.

All Directors shall serve for a term of one year except for the President who shall continue to serve for such additional period of time as he remains the Immediate Past President.

SECTION 3. REGULAR MEETINGS. The Board of Directors may provide by resolution the time and place, within the boundaries of the Association, for the holding of additional regular meetings of the Board without other notice than such resolution. A regular meeting of the Board of Directors shall be held without other notice than by-laws, immediately after, and at the same place as the annual meeting of members.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) Directors. The person or persons calling a special meeting may fix any place, either within or without the boundaries of the Association, as the place for holding such special meetings.

SECTION 5. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least seven (7) and not more than fourteen (14) days previous thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed delivered when deposited in the U.S. Mail so addressed, with postage thereon pre-paid. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraphy company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The purpose or purposes for which a special meeting is called shall be stated in the notice or in the waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting.

SECTION 7. MANNER OF ACTING. 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 of Directors, except where otherwise required by law or these by-laws.

SECTION 8. COMPENSATION. No Director or Officer shall receive a salary for services to the Association as a Director or as an Officer.

SECTION 9. REMOVAL. The Board of Directors has the right to remove a Director from the Board for not attending 4 consecutive Regular Meetings and appoint a new Director to fill the position for the remainder of the year.

SECTION 1. DESIGNATION, NUMBER AND TERM. The officers of the Association shall be a President, a Vice President and a Secretary/Treasurer.

No person shall run or hold more than one office at any one time.

All officers shall be Directors in good standing of the Association for at least one year prior to election or appointment.

SECTION 2. NOMINATION AND ELECTION. A nomination meeting of the members shall be held before the end of each year for the purpose of nominating officers. At this meeting the Nominating Committee shall present its slate of officer-nominees to the membership. The membership may thereupon nominate additional personas to run for each office.

The Secretary/Treasurer shall mail to each member entitled to vote a ballot containing these nominees as well as provision for write-in nominees. Each member shall be entitled to one (1) vote for President, one (1) vote for Vice President and one (1) vote for Secretary/Treasurer. Each member shall also be entitled to vote for Directors from his Area depending upon the number of Directors which his Area is eligible to have pursuant to Section 2 of Article V. The nominees receiving the most votes for each office shall be the duly elected officer or director. Ballots postmarked later than the designated due date will be void. The ballots are to be counted by a committee headed by the Nominating Committee Chairperson.

SECTION 3. ADDITIONAL OFFICERS. In addition to the foregoing officers, the Board of Directors may select or appoint any such officers and assistant officers and agents as it may from time to time deem necessary, which officers and agents shall have authority and shall perform such duties as may be prescribed by resolution of the Board of Directors.

SECTION 4. REMOVAL. Any officers elected by the members may be removed by the affirmative vote of one-half (a/2) of the whole membership entitled to vote whenever in their judgment the best interest of the Association will be served thereby. Any officer or agent appointed by the Board of Directors may be removed by the affirmative vote of one-half (1/2) of the whole Board whenever in their judgment the best interest of the Association will be served thereby. Removal of an officer or agent shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, increase in number or otherwise may be filled by the Board of Directors for the unexpired term of such office.

SECTION 6. PRESIDENT. The president shall be the principle executive officer of the corporation, and shall in general supervise and control all the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and executive thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statutes to some other officer or agent of the corporation; and in general shall perform all duties incident of the office of president or such other duties as may be prescribed by the Board of Directors.

SECTION 7. VICE PRESIDENT. In the absence of the president or in the event of his inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

SECTION 8. SECRETARY/TREASURER. If required by the Board of Directors the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation, receive any monies due and payable to the corporation from any source whatsoever and deposit all such monies in thee name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. If a treasurer's bond is required, the cost will be paid by the association.

The secretary shall keep the minutes of the general meetings of the members and of thee Board of Directors; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant treasurers and assistant secretaries in general shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the Board of Directors.

SECTION 10. AREA DIRECTORS. Directors of an area will attend all shows within their area and report to the Board of Directors regarding the effectiveness of such shows, ethical conduct thereat and ways to improve attendance and enjoyment at such shows. They shall promote the general organization and membership in their respective areas and forward monthly news to the Secretary for publication in the LINCOLN LOG. The Area Directors shall be a resident of the area he or she represents.