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3. all the directors present, except the director subject to removal, shall find that the director <br />has committed an illegal act, has committed malfeasance in office or other just cause exists <br />for removal and unanimously vote for such removal. <br />Section 9. Vacancies. Vacancies on the Board of Directors except in the office of President <br />maybe filled by the Board of Directors from persons qualified to be directors from the <br />applicable district. Any person so appointed by the Board of Directors shall serve on an <br />interim basis. <br />Section 10. Compensation. Compensation for directors shall be set by the Board of <br />Directors; provided, however, that the members may establish limits on compensation by <br />resolution adopted at a membership meeting. <br />ARTICLE VI <br />OFFICERS <br />Section 1. Election and Term of Office. The officers of the association shall be a president, a <br />vice-president, a secretary, and a treasurer (the latter two of which maybe combined into <br />one office) and such other officers as the Board of Directors may determine to be desirable. <br />The President shall be elected from the Producer Members eligible and bresent at the annual <br />membership meeting held in even numbered years and shall serve for terms of two years and <br />thereafter until his successor shall be elected and qualified. The Board of Directors may <br />appoint a nominating committee for nominating candidates for President if it desires and <br />nominations shall also be permitted from the floor at the meeting. The Vice President, <br />Secretary, and Treasurer must be members of the Board of Directors, shall be elected <br />annually by the Board at the first meeting of the Board held after the annual membership <br />meeting and may be removed during their terms of office by the Board only after finding <br />just cause for the removal. All other officers shall serve at the pleasure of the Board and shall <br />perform such duties as shall be specified by the Board. Vacancies maybe filled or new <br />offices created and filled at any meeting of the Board. <br />Section 2. President. The President shall be the chief executive officer of the association, <br />shall preside at all meetings of the association, of the Board of Directors, and the executive <br />committee, and shall carry out all other duties commonly associated with the office of <br />President or as specified by the Board. <br />Section 3. Vice President. The Vice President shall perform the duties of the President in <br />case of the president's death, resignation, absence or inability to act. The decision of the <br />Board of Directors relative to inability to act shall be binding on all persons. Upon the Vice <br />President succeeding permanently to the Presidency, the Vice President's seat on the Board <br />of Directors shall be filled as in the case of any other vacancy of a district member of the <br />Board. The Vice President shall also perform such other duties as maybe specified by the <br />Board. <br />Section 4. Secretar .The Secretary shall have control of the books and the records of the <br />association, keep the record of proceedings of the meetings of the association and of the <br />Board of Directors, have appropriate entries made in all association records of all association <br />actions, give such notices as may be required, and shall make annual reports and such other <br />Page 4 of 8 Revised: January 26, 2004