President Jeff Holt, CAFS Airflow Products Co., Inc. 100 Oak Tree Drive Selma, NC 27576 919.975.0240 Fax  919.975.0250 Email:  jeff@airflowproducts.net www.airflowproducts.net	President-Elect Paula Levasseur, CAFS Cameron Great Lakes, Inc. 2335 NW 29th Avenue Portland, OR 97210 503.225.0501 Fax:  503.225.0137 Email:  paula@cglcarbon.com www.cglcarbon.com
Treasurer Jim Rosenthal, CAFS TEX-AIR Filters / Air Relief Technologies 5757 E. Rosedale Fort Worth, TX 76112 817.261.3791 Fax:  817.261.3791 Email:  jimrosenthal@allergyclean.com www.texairfilters.com	Secretary Marisa Jimenez de Segovia, CAFS Air-Care de Mexico Jose Benitez 2312-A Col. Obispado Monterrey, NL 64060 Mexico 011.52.1.811.044.5621 Fax:  011.52.81.8347.0333 Email:  ventas@aircare.com.mx www.aircare.com.mx
Immediate Past President Stephen W. Nicholas, CAFS, NCTII Air Industries, Inc. 200 Sutton Street, Suite 230 N. Andover, MA 01845-1620 978.682.9993 800.648.8363 Fax:  978.682.2740 Email:  snicholas@airinds.com www.airinds.com
Associate Council President Harry Allen, CAFS Lifetime Industries, Inc. 2130 Memphis Depot Parkway Memphis, TN 38114 888.311.4932 Fax:  901.362.5873 Email: harry@lifetimeind.com www.lifetimeind.com	Associate Council - President Elect David Matela, CAFS Kimberly Clark Corporation 1400 Holcomb Bridge Road Roswell, GA 30076 770.587.8493 Fax: 770.587.7241 Email:  dmatela@kcc.com www.kcfiltration.com
Northwest Region Thomas E. Ouellet, CAFS Filter Sales & Service, Inc. 15 Adams Street Burlington, MA 01803 781-272-0060 Fax 781-272-0227 Email:  touellet@filtersales.com www.filtersales.com	Northeast Region Robert Wilson, CAFS Bob Wilson Group, Inc. 12003 Whistling Way Bradenton, FL 34202 941.751.3844 941.807.0996 Fax: 941.752.4104 Email: bob@bobwilsongroup.com www.bobwilsongroup.com
North Central Region Susan Randolph, CAFS Joe W. Fly Co., Inc. 2708 Wood Side Drive Ft. Worth, TX 76016 817-654-3353 Fax 817-457-8397 Email:  susan@joeflyco.com www.joeflyco.com	Southwest Region David Hurd, CAFS PlymoVent North America Box 471 Brockville, ON K6V 5V8 Canada 613.345.6435 Fax: 613.345.0941 Email:  david.hurd@plymovent.com www.plymovent.com
Southeast Region Jeffrey Easton, CAFS Aero Filter, Inc. 734 Phillips Avenue Toledo, OH 43612-1333 419.478.1411 Fax: 419.476.0143 Email:  jeaston@aerofilter.com	South Central Region James R. Grubbs, III, CAFS Tidewater Air Filter Fabrication Co., Inc. 1001 Port Walthall Drive Colonial Heights, VA 23834 804-526-2984 Fax 804-526-8370 Email:  seeng-jim@earthlink.net www.airpureco.com
International Director Ruben A. Cespedes, CAFS RCA, Ltd. Av. 11 de Septiembre 2214, Of. 149 Providencia, Santiago Chile Phone: 011 56.2.335.0418 Fax: 011 56.2 335.7733 cespedes@rcaltd.cl www.rcaltd.cl
Technical Task Group Chair Paula Levasseur, CAFS Cameron Great Lakes, Inc. 2335 NW 29th Avenue Portland, OR 97210 503.225.0501 Fax:  503.225.0137 Email:  paula@cglcarbon.com www.cglcarbon.com	Marketing Task Group Chair Jim Rosenthal, CAFS TEX-AIR Filters / Air Relief Technologies 5757 E. Rosedale Fort Worth, TX 76112 817.261.3791 Fax:  817.261.3791 Email:  jimrosenthal@allergyclean.com www.texairfilters.com
Technical Committee Chair Harry Allen, CAFS (2007 - 2009) Lifetime Industries, Inc. 2130 Memphis Depot Parkway Memphis, TN 38114 888.311.4932 Fax:  901.362.5873 Email:  harry@lifetimeind.com www.lifetimeind.com	Air Media Committee Chair Jeffrey Easton, CAFS (2006 - 2008) Aero Filter, Inc. 734 Phillips Avenue Toledo, OH 43612-1333 419.478.1411 Fax:  419.476.0143 Email:  jeaston@aerofilter.com
Vice Chair Leslye Sandberg, CAFS Permatron 1180 Pratt Blvd. Elk Grove Village, IL 6007 800.882.8012 Fax:  847.434.1429 Email: lsandberg@permatron.com www.permatron.com	Vice Chair Jennifer Sierota, CAFS Quality Filters, Inc. 23351 Grissom Drive Robertsdale, AL 36567 251.947.2400 Fax:  251.947.2499 Email:  jen@qualityfilters.com www.qualityfilters.com
Certification Committee Chair Phil Maybee, CAFS (2007 - 2009) The Filter Man, Ltd. PO Box 2333 19325 FM 1485 New Caney, TX 77357 281.399.1904 Fax: 281.689.2312 Email:  phil@thefiltermaninc.com www.thefiltermaninc.com	Marketing & Membership Committee Chair Jim Rosenthal, CAFS (2006 - 2008) TEX-AIR Filters/Air Relief Technologies 5757 E. Rosedale Fort Worth, TX 76112 817.261.3791 Fax:  817.496.3791 Email:  jimrosenthal@allergyclean.com www.texairfilters.com
Vice Chair [Open]	Vice Chair Jason Henderly, CAFS, NCT Quality Filters, Inc. 23351 Grissom Drive Robertsdale, AL 36567 251.947.2400 800.635.6820 Fax:  251.947.2499 Email:  jason@qualityfilters.com www.qualityfilters.com
Education & Training Committee Chair Ron Cox, CAFS (2007 - 2009) Kimberly Clark Corporation 1400 Holcomb Bridge Road Roswell, GA 30075 770.587.7897 Fax:  817.457.8397 Email:  rcox@kcc.com www.kcfiltration.com
Vice Chair Chris Zaker, CAFS, NCT Glasfloss Industries, Inc. 2168 Commerce Street Lancaster, OH 43130 740-687-1100 x 116 Fax: 740-687-1145 Email:  czaker@glasfloss.com www.glasfloss.com
Guidelines Committee Chair Stevan Brown, CAFS, NCT II (2006 - 2008) TEX-AIR Filters/Air Relief Technologies 5757 E. Rosedale Fort Worth, TX 76112 817.261.3791 817.496.3430 Email:  sbsccs@msn.com www.texairfilters.com
Vice Chair Bill Patterson, CAFS, NCT Dave Downing & Associates 130 North 39th Avenue Phoenix, AZ 85009 602.264.5100 Fax:  602.241.7500 Email:  bpatterson@davedowning.com www.davedowning.com

Bob Bender
September 2007

Hugh Townsend
September 2007

Joe William Reed
September 2006

Elvin "Al" Waite
September 2006

Robert H. Avery
September 2006

Bob Bates
September 2006

Top of Page

ARTICLE I: NAME Top of Page

Section 1.  Name:  The name of the association shall be “NATIONAL AIR FILTRATION ASSOCIATION” (NAFA).

Section 2.  Incorporation:  The incorporation of NAFA shall be in the State of Nevada.  The principal office of NAFA shall be at such place as defined by its Board of Directors.

ARTICLE II: DEFINITION Top of Page

The term "Air Filtration Industry" includes:  those firms and their suppliers that are engaged in the sale and/or service to the end user of air filtration, cleaning, purification, decontamination, sterilization, and monitoring devices, products, and components for commercial/industrial application.

ARTICLE III: PURPOSE Top of Page

The purpose of NAFA shall be:

1.  To promote the common business interests of all those engaged in the Air Filtration Industry.

2.  To consider and deal by all lawful means with common challenges of the Air Filtration Industry, such as those involving management, production, marketing, distribution, employment, and finances.

3.  To foster cooperative action in advancing by all lawful means the common purposes of its members, and promote activities designed to enable the industry to be conducted with the greatest economy and efficiency, including gathering, and disseminating technical and business information.

4.  To afford due consideration to and expression of opinion upon questions affecting the industry and the financial, commercial, and industrial interests of the nation, and to promote the common business interests of the industry.

5.  To cooperate with other industries and organizations.

6.  To conduct or engage in all lawful activities in furtherance of the foregoing purposes, or incidental thereto.

ARTICLE IV: MEMBERSHIP Top of Page

Section 1.  Active Member Company:  Any entity engaged in the sale and/or service of commercial/industrial air filtration, cleaning, purification, decontamination, sterilization, and monitoring devices, products, and components to end users and/or contractors, who does not meet the definitions of the Associate Member Company category.

Section 2.  Associate Member Company:  Any entity considered to be a manufacturer, national supplier, or distributor of commercial/industrial air filtration, cleaning, purification, decontamination, sterilization, and monitoring devices, products, and components that sells primarily to Active Member Companies, retail distribution outlets, or entities that may be eligible for Active Member Company membership.

In the case where a manufacturer is not an Associate Member of NAFA but has a branch operation that desires to become a member, the branch operation must join as an Active Member. If the Manufacturer is an Associate Member of NAFA, then the branch operation may join as a Supplemental Member.

Section 3.  Supplemental Member Company:  Any subsidiary, division, or branch office of a NAFA Active or Associate Member Company may join NAFA as a Supplemental Member Company, under the same NAFA Member Company category as the parent member.  Supplemental Members must be doing business under essentially the same name as the parent NAFA Member Company.  A Supplemental Member Company is entitled to all the benefits of NAFA Member Company membership.

Section 4.  Affiliate Member:  Any individual who is an employee or legitimate representative of a NAFA Member Company (Active, Associate, and Supplemental) may join NAFA as an Affiliate Member.  Each form of NAFA Member Company membership includes one (1) complimentary Affiliate Member membership in NAFA.

Section 5.  Professional Member:  Any individual who as part of his or her professional activity regularly designs, specifies, or inspects air filters and/or air filtration systems, but does not directly and regularly participate in the manufacturing or sale and/or service of commercial/industrial air filtration products.  Students, consultants, or individuals with an interest in air filtration may join as a Professional Member, if they are not directly and regularly involved with the manufacture or sale and/or service of commercial/industrial air filtration products.

Section 6.  Life Member:  The Board of Directors, at its discretion, may grant lifetime membership for outstanding service to retired Affiliate Members who had been a member of NAFA for a minimum of five (5) years.  The designation shall be “Life Member.”  No annual membership fee will be charged.

Section 7.  Voting:  Each and every Affiliate Member of a NAFA Member Company may vote in the general membership affairs of NAFA.  An Affiliate Member may not vote by proxy.

Section 8.  Election of Members:  Any entity or individual eligible for membership under these BY-LAWS, which agrees to comply with these BY-LAWS and NAFA’s “Code of Ethics,” may be elected to membership upon written application, accompanied by such initiation fee and annual dues, as may be required.  The approval of such election shall be by; vote of the Board of Directors, as defined in Article VII Section 9, of these BY-LAWS.

Section 9.  Member Company Affiliate Representative:  Each NAFA Member Company shall appoint and notify to the Executive Director of NAFA one (1) Affiliate Member, as their “Affiliate Representative,” who shall act as the liaison contact person between the Executive Director’s office and the Member Company.

Section 10.  Duration of Membership and Resignation:  Membership in NAFA may terminate by voluntary withdrawal, as herein provided, or otherwise in pursuance of these BY-LAWS.  All rights, privileges, and interest of a member in or to NAFA shall cease at the termination of membership.  Any member may, by giving written notice of such intention, withdraw from membership.  Such notice shall be presented to the Board of Directors at the next succeeding meeting of the Board.  Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.  Membership of any member shall automatically terminate if such member no longer meets the requirements of ARTICLE IV, Sections 1 through 5 hereof.

Section 11.  Suspension and Expulsion:  Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of these BY‑LAWS, NAFA’S “Code of Ethics,” or any lawful rule or practice duly adopted by NAFA, or any other conduct prejudicial to the interests of NAFA.  Suspension or expulsion shall be by; (a.) a two-thirds (2/3) majority vote of the of the Directors at any scheduled Board meeting at which a quorum is present; or (b.) a two-thirds (2/3) majority vote of the entire Board of Directors via USPS, e-mail, or fax, provided that a statement of the charges shall have been sent via USPS Certified or Registered mail to the last recorded address of the members at least twenty (20) days before final action is taken thereon.  This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.

Section 12.  Division of Members:  The membership of NAFA may be divided into geographical regions and/or divisions according to commercial interests, as may be designated by the Board of Directors.

ARTICLE V: DUES, FEES, and CHARGES Top of Page

Section 1.  Determination:  The Board of Directors shall determine the dues, fees, and charges associated with NAFA.

Section 2.  Failure to Pay:  NAFA Members who fail to pay their NAFA generated invoice(s) within thirty (30) days from the time the same become due shall be notified by whomever is designated for such purpose by the Board of Directors, and if payment is not made within the next succeeding sixty (60) days shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.

ARTICLE VI: MEETINGS Top of Page

Section 1.  Annual:  There shall be an “Annual Meeting” of the members of NAFA held at the time of the NAFA Annual Convention during the months of September or October, unless otherwise ordered by the Board of Directors, for election of members to the Board of Directors and Officer positions, for receiving the annual reports, and for the transaction of other business.  Notice of such meeting shall be hand delivered or sent via United States Postal Service mail (USPS), electronically via the internet (e-mail), or via facsimile machine (fax) to the last recorded USPS address, e-mail address, or fax number of each NAFA Affiliate Member at least thirty (30) days before the time appointed for the meeting.

Section 2.  Special:  A “Special Meeting” of the members of NAFA may be called by the President or the Board of Directors, or shall be called by the President upon the written request of twenty-five per cent (25%) of the membership for the transaction of business.

Section 3.  Quorum:  The presence of twenty-five percent (25%) of the membership shall constitute a quorum for the transaction of business, at any Annual or Special Meeting of the members of NAFA, and, in case there be less than this percentage, the presiding officer shall adjourn the meeting from time to time until a quorum is present.

Section 4.  Parliamentary Rules:  The usual parliamentary rules, as laid down in "Roberts Rules of Order,” shall govern all deliberations, when not in conflict with these BY-LAWS.

ARTICLE VII: BOARD OF DIRECTORS Top of Page

Section 1.  Powers:  The Board of Directors shall have supervision, control, and direction of the affairs of NAFA, shall determine its policies or changes therein within the limits of these BY-LAWS, shall actively pursue its purposes, and shall have discretion in the disbursement of its funds.  It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2.  Composite:  The Board of Directors shall be composed of a President, President-Elect, Treasurer, Secretary, the Immediate Past President, if available to serve, the Associate Council President, the Associate Council President-Elect, and seven (7) elective Directors.  Board of Directors members shall be Affiliate Members of NAFA.  The number of Directors may be increased or decreased at any given time by a vote of the Board of Directors, as defined in Article VII, Section 9, of these BY-LAWS.

Section 3.  Elections:  At the first meeting there shall be elected by ballot six (6) Directors of NAFA, two (2) of whom shall be elected for a term of one (1) year, two (2) for two (2) years, and two (2) for three (3) years.  At each Annual Meeting thereafter, two (2) Directors shall be elected for a term of three (3) years.  Any Director shall be eligible for re-election, provided that no Director serves more than two (2) consecutive three (3) year terms or any combination of consecutive partial terms equaling more than six (6) years.  Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.

Section 4.  Board of Directors Limitation:  Board of Directors members, at any given time, may only hold one (1) of the following NAFA Officer positions:  Immediate Past President, President, President-Elect, Treasurer, Secretary, Associate Council President, and Associate Council President-Elect.

Section 5.  Member Company Limitation:  No more than 50% of the NAFA Board of Directors can be composed of Affiliate Members from Associate Member Companies or Associate Member Company Supplemental Member Companies at any given time.

Section 6.  Associate Member Companies Limitation:  No more than four (4) Affiliate Members from Associate Member Companies and Associate Member Company Supplemental Member Companies may serve on the Board of Directors at any given time.

Section 7.  Meetings:  The Board of Directors shall meet in person or by conference call at least four (4) times a year.  This would normally include scheduled meetings to coincide with: ASHRAE Winter Meeting, NAFA Technical Seminar, and NAFA Annual Convention, at which two (2) meetings are scheduled, one (1) final for current year’s Board and one (1) for the newly elected Board.  The Board shall meet in person or by conference call upon call of the President, at such times and places as he or she may designate, and shall be called to meet upon demand of a majority of its members.  Notice of all Board meetings shall be hand delivered or sent to each Director via USPS, e-mail, or fax to his or her last recorded USPS address, e-mail address, or fax number at least thirty (30) days in advance of such meetings.  Board of Directors members shall submit agenda issues to the President thirty (30) days prior to any meetings.  President and staff will prepare agenda and send via USPS, e-mail, or fax to each Director at least ten (10) days prior to any meeting.

Section 8.  Quorum:  A two-thirds (2/3) majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board.  Any less number of Directors shall adjourn from time to time until a quorum is present.

Section 9.  Voting:  The Board of Directors may make decisions, unless otherwise provided for in these BY-LAWS, by; (a.) a majority vote of the Directors at any scheduled Board meeting at which a quorum is present; or (b.) a majority vote of the entire Board of Directors via USPS, e-mail, or fax.

Section 10.  Absence:  Any member of the Board of Directors unable to attend a meeting shall, in a letter addressed to the President and Secretary, state the reason for his or her absence.  If a Director is absent from two (2) consecutive meetings for reasons that the Board has failed to declare to be sufficient, his or her resignation shall be deemed to have been tendered and accepted.

Section 11.  Compensation:  Directors as such shall not receive any compensation for their services as Directors, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties.  Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of NAFA.  Nothing herein shall preclude a Director from serving NAFA in any other capacity outside of NAFA and receiving compensation for such services.

Section 12.  Resignation or Removal:  Any Director may resign at any time by giving written notice to the President, the Secretary, or to the Board of Directors.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board.

Any Director may be removed by; (a.) a two-thirds (2/3) majority vote of the Directors at any scheduled Board meeting at which a quorum is present; or (b.) a two-thirds majority vote of the entire Board of Directors via USPS, e-mail, or fax.

Section 13.  Vacancies:  Vacancies on the Board, which may occur by reason of death, resignation, or otherwise, may be filled, for the balance of the term thereof, by vote of the remaining Board of Directors, as defined in Article VII Section 9, of these BY-LAWS.

ARTICLE VIII: OFFICERS Top of Page

Section 1.  Positions:  The elective officers of NAFA shall be President, President-Elect, Treasurer, and Secretary.  These officers shall be elected annually by the Affiliate Members of NAFA at the General Membership Meeting held at the time of NAFA's Annual Meeting.  Election shall be by ballot and a majority of the votes cast shall elect.

Section 2.  Term:  Each elective officer shall, upon election, immediately take office and shall serve for a term of one (1) year and until his or her successor is duly elected and qualified, provided that no elective officer may serve more than two (2) consecutive terms in that position.

Section 3.  Vacancies:  Vacancies in any elective officer positions, which may occur by reason of death, resignation, or otherwise, may be filled for the balance of the term thereof by vote of the Board of Directors, as defined in Article VII Section 9, of these BY-LAWS.

Section 4.  Member Company Limitation:  Only one (1) Affiliate Member, at any given time, from any NAFA Member Company (Active and Associate, including their Supplemental Member Company(s)) may hold NAFA officer positions of Past President, President, President-Elect, Treasurer, and Secretary.

Section 5.  President:  The President shall be the principal elective officer of NAFA and shall preside at meetings of NAFA, and of the Board of Directors, and of the Executive Committee, and shall be a member ex-officio, with right-to‑vote, of all Committees.  He or she shall also, at the Annual Meeting of NAFA and at such other times as he or she shall deem proper, communicate to NAFA or to the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the welfare and increase the usefulness of NAFA and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.

The President is not charged with executive or administrative responsibilities in the management and continuing conduct of NAFA's affairs.

Section 6.  President-Elect:  The President-Elect shall perform the duties of the President in the absence of the President, and when so acting shall have all of the powers of and be subject to all of the restrictions imposed on the President.  The President-Elect shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 7.  Treasurer:  The Treasurer shall cause an account to be kept of all moneys received and expended for the use of NAFA, and shall make disbursements authorized by the Board and approved by the Executive Director and such other officers as the Board may prescribe.  All sums received he or she shall cause to be deposited in the bank or banks, or trust company, approved by the Board of Directors, and shall make a report at the Annual Meeting or when called upon by the President.

The Treasurer shall work in cooperation with the NAFA Annual Convention Committee and NAFA Headquarters to prepare a proposed convention budget for review and approval by the Board of Directors.

The funds, books, and vouchers of NAFA shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the Board of Directors.

The Treasurer shall be the Co-Chair of the NAFA Annual Convention.

Section 8.  Secretary:  The Secretary shall cause notice to be given of and attend all meetings of NAFA, keep a record of all proceedings, attest to documents and perform such other duties, as are usual for such official or as may be duly assigned to him or her.

The Secretary shall be the Chair of the NAFA Annual Convention Committee.

Section 9.  NAFA Management:  The administration and management of NAFA shall be under the direction of a firm or individual employed or appointed by, and directly responsible to the Board of Directors.  He or she shall have the title of Executive Director or such other title, as the Board shall from time to time designate.  He or she shall be the Chief Executive and Operating Officer of NAFA, with responsibility for the management and direction of all operations, programs, activities, and affairs of NAFA, including employment and termination of employment, and the determination of compensation of members of the staff and supporting personnel, functioning within the framework of policy aims and programs, as generally determined by the Board of Directors.  He or she shall have such other duties, as may be prescribed by the Board.

Section 10.  Bonding:  At the direction of the Board of Directors, any officer or employee of NAFA shall furnish, at the expense of NAFA, a fidelity bond, in such a sum, as the Board shall prescribe.

ARTICLE IX: ASSOCIATE COUNCIL Top of Page

Section 1.  Members:  The Associate Council membership shall consist of all Affiliate Members of NAFA Associate Member Companies and their Supplemental Associate Member Companies that are in good standing with NAFA.

Section 2.  Purpose:  The purpose of the NAFA Associate Council is to review actions of and provide input to the NAFA Board of Directors on the issues and concerns of their membership regarding NAFA and to plan and present annually the NAFA Technical Seminar.

Section 3.  Meetings:  The Associate Council shall meet two (2) times annually.  The meetings shall be held once at the NAFA Annual Convention and once at the NAFA Technical Seminar prior to the meeting of the NAFA Board of Directors at those functions.

Section 4.  Voting:  Each and every Affiliate Member of an Associate Member Company and Supplemental Associate Member Company is entitled to one (1) vote on issues voted upon by the Associate Council.  Issues voted upon by the Associate Council shall be determined by a majority of all those who vote.

Section 5. Officials:  The Associate Council officials shall consist of the Associate Council President and the Associate Council President-Elect.  Each official’s term of duty runs one (1) year in conjunction with the NAFA Annual Meeting.  The President-Elect automatically becomes the President of the Associate Council the year following his or her term, as President-Elect.

Section 6.  Officials’ Duties:  The duties of the Associate Council President are to preside over the Associate Council Meetings, serve on the NAFA Board of Directors, serve on the Associate Council Nominating Committee, and to see through fruition and emcee the NAFA Technical Seminar that he or she planned, as Associate Council President-Elect.

The duties of the Associate Council President-Elect are to fill-in for the Associate Council President, in his or her absence, serve on the NAFA Board of Directors, serve on the Associate Council Nominating Committee, and be the Planning Chair to the NAFA Technical Seminar to be held the year in which he or she is the Associate Council President.

Section 7.  Nominating Committee:  At least one hundred and twenty (120) days before the Annual Meeting and with the assistance of the NAFA Executive Director, an Associate Council Nominating Committee consisting of the Associate Council President, Associate Council President-Elect, and the Associate Council Past President, if available to serve, shall canvas their membership for nominees to the position of Associate Council President-Elect.  At forty-five (45) days before the Annual Meeting the nominees for the Associate Council President-Elect position shall be presented to Affiliate Representatives of the Associate Council Members for a Mail Vote, in a similar manner as described in Article XI of these BY-LAWS.  The name of the successful nominee shall be presented to the NAFA Board of Directors and the General Membership at the NAFA Annual Meeting.

Section 8.  NAFA Technical Seminar:  The NAFA Technical Seminar is presented by the NAFA Associate Council and is held annually in the spring of the year or at a time decided upon by both the Associate Council and the NAFA Board of Directors.  The Associate Council during their meeting at the NAFA Technical Seminar selects a site location for the NAFA Technical Seminar to be held two (2) years forward, which is presented by the Associate Council President to the NAFA Board of Directors at the board’s next meeting.  The Associate Council President-Elect presides and continues to preside when he or she becomes the Associate Council President, as the Chair for the NAFA Technical Seminar that is scheduled for when he or she is the Associate Council President.  With the support and input from the Associate Council membership, the NAFA Technical Committee, the NAFA Executive Committee, the NAFA general membership, and the NAFA Executive Director and with the approval of the NAFA Board of Directors, the Technical Seminar Chair plans and oversees the seminar program in general.  The Chair’s seminar responsibilities include, but are not limited to, deciding the theme, schedule, and dates of the seminar and arranging for meeting rooms, presenters, meals, meeting breaks and receptions, along with emceeing the seminar.  Also, the Technical Seminar Chair is required to calculate a preliminary seminar budget, which is used to help the NAFA Executive Director determine the seminar registration fees.    

ARTICLE X: COMMITTEES Top of Page

Section 1.  Committee Appointments:  The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees, as may be required by these BY-LAWS or as he or she may find necessary.

Section 2.  Executive Committee:  The President, President-Elect, Treasurer, Secretary, Immediate Past President shall constitute the Executive Committee.  The Executive Committee may exercise the powers of the Board of Directors, when the Board of Directors is not in session, reporting any action taken to the Board of Directors at its succeeding meeting.  Three (3) members of the committee shall constitute a quorum for the transaction of business.  Meetings may be called by the President or by three (3) of the committee’s members.

Section 3.  Nominating Committee:  At least one hundred and twenty (120) days before the Annual Meeting, a Nominating Committee consisting of the President, President-Elect and the Immediate Past President, if available to serve, shall nominate candidates for the Board of Directors and elective offices.  In the event that the Immediate Past President is unavailable, the Secretary of NAFA shall serve in his or her place.  The Nominating Committee shall nominate one (1) person for election to each elective office, for each directorship to be filled for a full term, and for vacancies that may occur in any office or directorship during the regular term thereof.  The Committee shall notify the Secretary, in writing, at least thirty (30) days before the date of the Annual Meeting, of the names of the candidates it proposes, and the Secretary shall send a copy thereof, via USPS, email, or fax to the last recorded USPS address, e-mail address, or fax number of each NAFA Affiliate Member, at least twenty (20) days before the Annual Meeting.

Section 4.  Independent Nominations:  Any voting member of NAFA present at the Annual Meeting may make additional nominations from the floor.

ARTICLE XI: VOTING Top of Page

Section 1.  Determination:  All matters, including elections, that the Board of Directors believes should be put to a vote of the membership may be conducted by a “Mail Vote” of the membership in writing via USPS, e-mail, or fax to the last recorded USPS address, e-mail address, or fax number of each NAFA Affiliate Member for decision, and the matter thus presented shall be determined according to a majority of the votes received via USPS, e-mail, or fax within twenty (20) days after such submission to the membership.  Such matter or matters shall require the approval of a majority of the Affiliate Members of NAFA voting thereon.  Any and all action taken in pursuance of a “Mail Vote,” in each such case, shall be binding upon NAFA in the same manner as action that would be taken at a duly called meeting.

Section 2.  Elections:  Election ballots may be returned by an Affiliate Member of NAFA via USPS, e-mail, or fax in the specified period of time as determined by the Secretary.

ARTICLE XII: FISCAL YEAR Top of Page

The fiscal year shall commence on the first day of October and shall end on the thirtieth day of September.