• Heading: Change date performed
• Removed: “October 8, 2019”
• Added: “November 9, 2021”

• Article 3 (Membership), 3:01: Voting Members
• Removed: “by three fourths (3/4) majority of the Board of Directors members present. All members shall be voting members.”
• Added: “The Executive Committee.”
• Reason for change: After nonpayment of dues, a member may be removed by a vote of the Executive Committee, because that smaller group is easier to convene rather than the full Board. “All members shall be voting members” was mentioned twice.

• Article 3 (Membership), 3:03: New Members
• Removed: of three (3) current members. Confirmation of membership requires a three-fourths (3/4) majority of voting members present at the meeting at which the candidate is presented.”
• Added: “of one current member.”
• Reason for change: We are changing the number of proposers from three to one.

• Article 4 (Meetings of Members), 4.01: Annual Meeting
• Removed: as shall be determined by the Board of Directors beginning with the year 1991, for the purpose of electing Directors and for the transaction of other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon as possible.
• Added: Nothing
• Reason for change: Cleaning up stale wording (reference to 1991), and Elections discussed with Article 5 changes)

• Article 4 (Meetings of Members), 4.07: Majority
• Removed: “present or represented by proxy at which a quorum is present”
• Added: Nothing
• Reason for change: Clean up: Proxies removed as recommended as a best practice.

• Article 4 (Meetings of Members), 4.08: Proxies
• Removed: “Proxies: At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
• Added: Nothing
• Reason for change: Clean up: Proxies removed as recommended as a best practice.

• Article 5: (Board of Directors), 5.04: Qualifications
• Remove: At the first meeting of the members, there shall be elected fifteen (15) Directors, who shall be divided into 3 classes. There shall be five (5) Directors in the first class, who shall hold office until the first annual meeting of members after selection and until their successors are elected and qualified; there shall be five Directors in the second class, who shall hold office until the second annual meeting of the members after their selection and until their successors are elected and qualified; and there shall be fire Directors in the third class, who shall hold office until the third annual meeting of members after selection and until their successors are elected and qualified. At each annual meeting of members thereafter, Directors shall be elected for the class whose term of office expires at that meeting, and they shall hold office until the third meeting of members after their election ad until their successors are elected and qualified.
• Added: Nothing
• Reason for change: Clean up. Stale and not applicable wording.

• Article 5 (Board of Directors), 5.07: Nominating by Committe
• Remove: “consisting of no fewer than five (5) voting members, appointed by the Chair of the Board.
• Added: Nothing
• Reason for change: Clean up. Duplicate wording.

• Same section
• Remove: “who have made application to become active voting members”
• Added: Nothing
• Reason for change: Clean up. Stale wording.

• Same section:
• Remove: “by the following Board meeting”
• Added: “within thirty (30) days of appointment”... “and”
• Reason: Clean up. Stale wording.

• Same section:
• Remove: “and an election at the annual meeting of voting members. In making its nomination, the executive committee shall give due consideration to individual ability, interest in the Corporation, industry representation, area representation and the individual’s desire to promote regional principles. In its report, the Committee shall confirm the fact that each nominee has given personal assurance of his/her willingness to accept the responsibilities of serving as a Director and has committee himself/herself to so serve if elected.”
• Added: Nothing
• Reason for change: Clean up. Is intuitive.

• Article 5.10: Election
• Remove: “immediately”… “each member,” and “this”
• Added: “the membership.
• Reason for change: Clarification

• Article 5:12: Director Emeritus:
• Remove: “Directors Emeritus must continue to pay dues to the Corporation in accordance with Article 12 to remain on the Board of Directors.”
• Added: Nothing.
• Reason for change: New language recommended for accountability

• Article 5.18 (Quorum)
• Remove “past Chairs”
• Add: “Directors Emeritus”
• Reason: for change: Clarification

• Article 5:22 (Telephone Conference)
• Remove: “Telephone Conference”
• Add: “Electronic Meetings and Voting”
• Reason for change: Clarification

• Same section:
• Remove: “of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.
• Add: “electronic”
• Reason for change: Clear up current technology and practice

• Article 6:02 (Officers/Election)
• Remove: “As soon as practical following the certification of new members of the Board of Directors, but in no event any later than December 15^th of each year, the Directors shall meet for the purpose of electing Officers for the next year. At such meeting”
• Add: “The Committee shall make its report to the Chair of the Board”… “Election shall be completed prior to the end of the year.”
• Reason for change: Clean up to parallel Board of Directors Elections in Article 5

• Article 6.05: Secretary
• Remove: “keeping”
• Add: “storage of the Bylaws and”
• Reason for change: Clean up so the distinction is needed between the responsibility of Secretary and third party administrator, if applicable

• Article 8.02.02: Special Committees
• Remove: Nothing
• Add: The Chairman of the Nominating Committee shall be the Chair Elect
• Reason for change: New language for clarity

• Article 12.01: Dues
• Remove: “and approved by the membership”
• Add: Nothing
• Reason for change: Clean up to confirm the Board sets the dues

• Article 12.03: Default and Termination of Membership
• Remove: “by the Board of Directors”
• Added: “3” to become “Article 43"
• Reason for change: Clean up and correct