ARTICLE VII - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The property and general management of the affairs of the Club between meetings of the Club shall be vested in a Board of Directors consisting of a President, a First Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, a Delegate to the American Kennel Club, each serving a term of one (1) year and nine (9) members each serving a term of three (3) years, three (3) of whom shall be elected each year. All members of the Board of Directors shall serve until their successors shall have been duly elected and qualified. The American Kennel Club Delegate shall be considered elected and qualified to the Board while pending his approval by the American Kennel Club.

Section 2. Nominations and Ballots.

No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. All nominees, whether selected by the nominating committee or by petition, shall have the following qualifications: the nominee shall have been a member of the club for three (3) preceding years, and if being renominated to the Board of Directors, the nominee shall have attended at least two-thirds (2/3rds) of the Board meetings and shall have voted on at least two-thirds (2/3rds) of all the mail ballots presented during his term as a Board Member, and further, the delegate to the American Kennel Club shall have attended at least fifty percent (50%) of the meetings held by the American Kennel Club, after the American Kennel Club's approval of the elected delegate. No person may be a candidate for more than one position. With the exception of the Secretary, the AKC delegate and the Treasurer, no officer or director shall be eligible for reelection who has been an officer or director of any combination of these for ten consecutive years. Such officer or director shall not again be eligible to take office for a period of two years. It shall be the duty of the Recording Secretary to verify the qualifications of each nominee.

• (a) Nominating Committee.
  A nominating committee shall be chosen by the Board of Directors at the Annual Meeting of the Board. The committee shall consist of three (3) members and two (2) alternates, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a chairman for the committee. The Nominating Committee shall conduct its business by mail. The Nominating Committee shall nominate from among eligible members of the Club, one candidate for each office and for each position to be filled on the Board of Directors after first ascertaining that each proposed nominee is qualified as required above. The Nominating Committee shall then submit the slate of candidates to the Recording Secretary by October 15. The Recording Secretary shall mail the list to each member on or before November 15.
  
  
• (b) Nominations by Petition.
  Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his regular address on or before December 15 and signed by ten (10) members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. Each additional nominee shall have the qualifications stated above.
  
  
• (c) Nominations cannot be made in any other manner other than is provided above.
  
  
• (d) If no valid additional nominations are received by the Recording Secretary on or before December 15, the Nominating Committee's slate shall be declared elected as of March 1st, on which date the new Board of Directors will begin its term and no balloting will be required.
  

Section 3. Annual Election.

If one or more valid additional nominations are received by the Recording Secretary on or before December 15th, he shall mail to each member in good standing by January 15th, a ballot listing all of the nominees for each position in alphabetical order, together with a return envelope addressed to the firm of certified public accountants designated by the Board of Directors marked "ballot" and bearing the name of the member to whom it was sent. Each voter, after marking his ballot, shall seal it in the envelope addressed to the firm of certified public accountants designated by the Board of Directors. To be valid, the ballot must be received by the designated firm on or before February 15th. This firm, upon receipt of these ballots, shall check the envelope against the list of members whose dues are paid for the current year and shall certify the eligibility of the voters as well as the results of the voting. The results shall be given in writing to the officers, all candidates, and the Board of Directors on or before February 28th. Those receiving the largest number of votes shall be elected. Those elected shall begin their term March 1st. In case of a tie vote, the winner shall be determined as soon as possible by a poll of the new Board of Directors by the Incumbent Secretary of the Club. Each retiring Board Member shall turn over to his successor in office all properties and records relating to his office within thirty (30) days following the election. If, at the time of his election, any member is unable to serve for any reason, such nominee's position shall be filled by the new Board of Directors in the manner provided by Article VII, Section 7.

Section 4. Meetings.

The Board of Directors shall meet within a period of seven (7) days preceding and/or following the annual meeting of the Club and from time to time at the call of the President or at the call of the Recording Secretary upon the written request of five members of the Board.

Section 5. Notice.

Notice of any in-person meeting of the Board of Directors shall be mailed forty (40) days before the meeting.

Section 6. Quorum.

• (a) Nine (9) members of the Board of Directors shall constitute a quorum for the transaction of business whether meeting in person or by mail ballot. If a quorum is not present, a majority of the Directors present may adjourn.
  
  
• (b) The President may, or upon the written request of three (3) members of the Board, shall present matters to the entire Board by mail through the office of the Recording Secretary. If an agreement is reached by a majority of the Board such agreement shall have the same status as though it were acted upon by the Board sitting in regular meeting.
  

Section 7. Vacancies.

Whenever any vacancy occurs in the Board of Directors by death, resignation, suspension of membership or otherwise, it shall be filled by a majority vote of the Board at a special meeting of the Board which shall be called for that purpose, except that a vacancy in the office of the president shall be filled automatically by the first Vice President. The resulting vacancy in the office of the Vice President shall be filled in the manner described. The person so chosen by the Board shall have those qualifications specified in Article VII, Section 2 and shall hold office until the next election.