Section 1 – General Powers The business, power and authority of the Corporation shall be exercised, conducted and controlled by the Board of Directors, except where by law, the Certificate of Incorporation or this Constitution and Bylaws require action to be authorized or taken by the regular members. Section 2 – Number and Composition The Board of Directors shall consist of a maximum of thirteen (13) with a minimum of nine (9) members including the President, First Vice President, Immediate Past President, Executive Vice President and Treasurer of the Corporation (hereafter collectively referred to as “Ex Officio Directors”). The majority of the board shall be comprised of wholesaler-distributors. Section 3 – Directors Election of a Director of the corporation shall be made by the Regular members prior to the Annual Meeting. Elections shall be conducted by the Executive Vice President at such time, at such place, and in such manner as the Board of Directors shall determine. Nominees for such elections shall be selected by 3 a Nominating Committee consisting of the Immediate Past President, President and two other regular members appointed by the President. Candidates so selected shall be identified to the Executive Vice President of the Corporation at least thirty (30) days prior to the Annual Meeting at which such directors would normally take office. Section 4 – Qualification A Director, other than the Executive Vice President, must be an officer, director, owner, or co-owner of, or an employee empowered to act for and verified by ownership if necessary, which is a Regular member of the Corporation. Section 5 – Term Ex Officio Directors shall serve on the Board of Directors for the term of their office. The immediate Past President shall serve for the same period as his successor. Directors shall serve for a term of three years. No Director having served a term of the three consecutive years as a Director shall again be eligible for election as Director until two years after the expiration of such term. Directors may serve terms exceeding three years if progressed into Executive Committee leadership. Section 6 – Resignation A resignation from the Board of Directors shall be determined to take effect immediately upon its being received by any incumbent Officer of the Corporation, other than an Officer who is also the resigning Director unless some other time is specified therein. Section 7 – Vacancies Any vacancy occurring in the Board of Directors through death, resignation, or removal of a Director prior to expiration of his term shall be filled by appointment of an interim Director, otherwise eligible hereunder, from the Regular membership. Such appointment shall be made by the President (or, if his death, resignation or removal has created the vacancy, by whichever Officer of the Corporation has succeeded to his functions) with the approval of the Board of Directors. An interim Director so appointed shall serve for the unexpired portion of the term created by the vacancy. A successor Director shall then be nominated and elected as provided herein. Successor Directors shall be eligible for election to a full term. Section 8 – Meeting of Directors Regular Meetings. The holding of the regular meeting of the Board of Directors shall constitute notice of such meeting, which may then be held without further notice. Other regular meetings shall be held at such other times and places as may be fixed by the Board of Directors. Special Meetings. Special meetings of the Board of Directors may be held at any time upon call of the President, or, in case of the President’s absence, death, or disability, the First Vice President, or upon call of a majority of Directors. Place of Meetings. Any meeting of Directors may be held at any place as may be designated in the notice of said meeting. Notice of Meeting and Waiver of Notice. Notice of the time and place of any regular or special meeting of the Board of Directors (other than the regular meeting thereof following the adjournment of the Annual Meeting of the members or following any special meeting of the members at which Directors are elected) shall be given to each Director by mail or electronic communication at least five (5) days before the meeting, which notice need not specify the purpose of the meeting. Section 9 – Quorum and voting At any meeting of Directors, a majority of the total number of Directors shall constitute a quorum for the transaction of business at such meeting. At any meeting at which a quorum is present, all acts, questions and business which may come before the meeting shall be determined by a 4 majority of votes cast by the Directors then present, unless the vote of a greater number is required by law, the Certificate of Incorporation, or the Constitution and Bylaws. Section 10 – Committees and Task Forces Appointment. The President, by and with the direction of the Board of Directors, may from time to time appoint certain of its members to act as a committee, committees or task forces in the intervals between meetings of the Board of Directors and may delegate to such committee or committees powers to be exercised under the control and direction of the Board of Directors. Each such committee or task force and each member thereof shall serve at the pleasure of the Board of Directors. Committee and Task Force Action. Except as otherwise provided herein and unless otherwise provided by the Board of Directors, a majority of the members of any committee or task force appointed by the Board of Directors pursuant to this Section shall constitute a quorum at any meeting thereof and the act of majority of the members present at a meeting at which a quorum is present shall be the act of such committee or task force. Committee decisions are subject to implementation after approval of the Board of Directors and such committee or task force shall prescribe its own rule for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it. Executive Committee. The Executive Committee shall consist of the President, the First Vice President, the Executive Vice President, the Treasurer and the Immediate Past President. The Executive Committee shall be responsible for the executive affairs of the Corporation between regularly scheduled meetings of the Board of Directors, subject to any restrictions on its actions imposed by the Board of Directors. Any three (3) members of the Executive Committee shall constitute a quorum for the purpose of transacting business at any meeting thereof. The Executive Committee will oversee the finances of the association, led by the treasurer. The Executive Committee shall oversee an audit by a Certified Public Accountant and a report of such audit to be submitted to the President at least ten (10) days prior to the Annual Meeting. The Executive Committee shall also be responsible for preparing a budget for the ensuing year, and such budget shall be submitted to the Board of Directors for approval prior to the beginning of the fiscal year. Section 11 – Action of Directors without a Meeting Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if authorized by a writing or writings approved by all of the Directors.