MEMBERSHIP AND BOARD OF DIRECTORS

Section 1 - MEMBERSHIP. Any company or individual subscribing to the objectives of the Northeast Industrial Association may become members of this Association.

Section 2 - BOARD OF DIRECTORS. The board of Directors shall be made up of the following: President, Vice President, Treasurer, Executive Secretary, immediate past President and not more than nine (9) additional elected representatives. During any given year at least seven of the nine (9) elected representatives must be dues paying members of the Association in good standing. Of the nine elected representatives no more than two (2) elected representatives may be from non-dues paying public service, government, or other capacity which is deemed to be of benefit to the Northeast Industrial Area.

Section 3 - ANNUAL MEETING. The Annual Meeting of the Northeast Industrial Association shall be held in October of each year at which time the newly elected Officers and Members of the Board of Directors shall be installed.

OFFICERS

The officers of the Association shall consist of a President, a Vice President, a Treasurer, and Executive Secretary and the immediate past President.

Section 1 - PRESIDENT. The President shall be elected at the annual meeting and shall hold office for a term of one (1) year or until a successor is duly elected and qualified. The duties of the President shall be to preside at all meetings; be the chief officer of the Association and see that the actions and directions of the Board of Directors and Executive Committee are carried out.

In the event that the office of the President is vacated during a business year, the successor shall be the Vice President or if unable to serve, a member of the Board of Directors, elected by a majority of the Board.

Section 2 - VICE PRESIDENT. The Vice President shall be elected at the Annual Meeting and shall hold office for a term of one (1) year or until the successor is duly elected and qualified. The duties of the Vice President shall be to act in the absence of the President herein above set forth, in the event the President for any reason be unable to act.

Section 3 - TREASURER. The Treasurer shall be elected at the Annual Meeting and shall hold office for a term of one (1) year or until a successor is duly elected and qualified. The duties of the Treasurer shall be to receive all funds coming into the Association from any source, to keep a record thereof, and to pay out funds authorized by the Board of Directors and under the direction of the President.

Upon the election of a successor the Treasurer shall transmit all records belonging to the Association to the successor.

Section 4 - EXECUTIVE SECRETARY. The Executive Secretary shall be elected at the Annual Meeting and shall hold office for a term of one (1) year or until a successor is duly elected and qualified. The duties of the Executive Secretary shall be to keep all minutes and records of the Association. To receive and transmit all correspondence on behalf of the Association, to send notices of meetings and to generally maintain the records of the Association.

Upon the election of a successor the Executive Secretary shall transmit to the successor all records and files belonging to the Association.

The compensation of the Executive Secretary shall be fixed by the Board of Directors. The Board of Directors may authorize such expenditures for office rental, secretarial help, printing, and other expenses and supplies as they deem necessary.

Section 5 - VACANCY. In case of vacancy in any elective office, or in case of a vacancy on the Board of Directors from any cause, the Board of Directors may elect from the membership of the Association a person to fill the unexpired term of such officer of director of the Association. All elected officers and directors, with the exception of the Executive Secretary, shall serve without compensation.

Section 6 - FORFEITURE OF OFFICE. Any director or officer, who fails to attend three (3) consecutive regular meetings of the Board, shall, unless the absence is excused by not less than two-thirds (2/3) of the remaining members of the Board, forfeit that office.

Section 7 - EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President, the Vice President, Treasurer, Executive Secretary and the immediate past President.

The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Association during intervals between meetings of the Board. A majority of the members shall constitute a quorum at all meetings of the Executive Committee for transaction of business, namely three members.

ELECTION OF OFFICERS AND BOARD OF DIRECTORS

Section 1 - NOMINATIONS OF OFFICERS AND DIRECTORS. The President shall appoint a nominating committee not later than July 1st of each year, consisting of not more than five (5) and not less than three (3) members. The nominating committee shall nominate a slate of officers and directors to be elected to serve the next ensuing term of office and submit that slate to the Board of Directors at their first meeting in August. If the nominating committee fails to act, then the Board of Directors shall make the appropriate nominations. Upon approval of the slate of officers and directors, the Board of Directors shall authorize the Executive Secretary to prepare and mail a ballot to the membership not later than the first (1st) of September with instructions that said ballot must be executed by the member and returned not later than September 30th. Said ballot shall not only show the member nominated, but allow an extra line for each position for a write-in of the voter's choice. On September 30th, the Executive Secretary shall notify the returned and said Nomination Committee will be charged with counting the results of the ballots and reporting same to the Executive Secretary who will inform the Board of Directors of the newly elected officers and directors as well as the newly elected officers and directors themselves.

Section 2 - BOARD MEETINGS. The President may call meetings of the Board of Directors as he or she see fit and should the President fail to call such a meeting on a timely basis, a minimum of five (5) officers and directors may call such a meeting upon notice to the Executive Secretary, who must send a notice of such a meeting whether called by the President or by a quorum to each Board Member not later than seven (7) days prior to such a meeting.

Section 3 - ELECTION OF DIRECTORS. Members of the Board of Directors will be nominated and elected to office as is directed in Section One (1) of this Article.

Section 4 - TERM. The term of a Director will be for three (3) years, with the exception of those elected in 1991. In 1991, three (3) Directors will be elected to serve three (3) years; three (3) Directors will be elected to serve two (2) years; and three (3) Directors will be elected to serve one (1) year. Thereafter, each year, only three (3) Directors will be elected to serve three (3) years.

QUORUM

At any meeting of the Board of Directors, eight (8) or more members in good standing shall constitute a quorum.

FISCAL YEAR

The fiscal year of the Association will commence January first (1st) and close on December thirty-first (31) of each year.

COMMITTEES

By and with the approval of the Board of Directors, the President shall appoint such standing and special committees and designate their duties as from time to time may be properly necessary in carrying out the action and direction of said Board of Directors. Said committees shall continue to act during the term of the President unless sooner discharged. No committee shall have authority to commit the Association, its Board of Directors or its Officers beyond the expressed authority granted said Committee.

MEMBERSHIP DUES

Membership dues shall be recommended by the Executive Committee and adopted by the Board of Directors.

RULES OF ORDER

Parliamentary procedures will be in accordance with Roberts Rules of Order.