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Section 2. Any resident of the United States of America who is a painter, sculptor or graphic artist whose work has been accepted in a major exhibition, or who has a recognized dealer in the Fine Arts field, or who has had a one man show at a recognized gallery, or who has such other qualifications as the Board of Directors shall in each specific case determine to be sufficient shall be eligible for election to Active Membership in the discretion of the Board of Directors. Section 3. Persons who are not residents of the United States but who otherwise meet the qualifications for active membership may be elected Non-Resident Members in the discretion of the Board of Directors. Section 4. Painters, sculptors, graphic artists, or other artists not eligible for Active of Non-Resident membership may be elected Associate Members in the discretion of the Board of Directors. Section 5. No members except Active Members shall hold office or vote in the Association, nor shall any except Active Members have any voice except with the consent of the majority of Active Members present at any meeting. Only Active Members may be members of the Board of Directors or any committee of the Association or have any interest, vested or otherwise, in any of the rights or property of the Association. Section 6. The Board of Directors shall have power from time to time to define the meaning of the preceding sections of this Article and shall be the sole judges in all matters of election to membership and of the qualifications of the applicant. Section 7. The Board of Directors, with the approval of the Association given at the Annual Meeting, or a Special Meeting called for that purpose, may alter, reclassify, change, enlarge, or diminish the present or future membership of the Association, and define the qualifications for membership of present members and/or persons becoming members, in any present, changed, new or additional classes. Should such action diminish, alter, change, terminate or destroy the vested rights of any person then a member in good standing, the concurrence of two-thirds of the members present and voting at the meeting at which such action is to be approved, shall be necessary. Action under Article VIII of this Constitution shall not require the approval of the Association. Section 8. Applicants whom the Board of Directors in its sole discretion deems desirable and eligible may be elected to membership by it. Members shall obey, abide by and be governed by the Constitution and By-Laws of the Association, and any rule or order now or hereafter lawfully made or given by any lawful authority in or of the Association, and shall act in cooperation with the Association and its members to effect the objects of the Association. Section 9. Members suspended as provided for in the By-Laws shall not be eligible to attend meetings of the Association, or to cast a vote as members, and shall not be entitled to be given notice or notices of meetings as provided in the Constitution and By-Laws while under such suspension. Section 10. Members of any class who may become eligible to membership in another class may be transferred in the sole discretion of the Board of Directors to such other class of membership upon furnishing such proof of eligibility as the Board of Directors may require. 2 ARTICLE IV. Government Section 1. The general management, direction and control of the affairs, funds and property of the Association, and the determination of the relations and obligations of members to the Association, and of the Association to its members, and of members as such to each other, except as they are expressly limited and/or controlled by the Constitution and By-Laws, shall be vested in its Board of Directors. The said Board of Directors shall consist of forty-eight Active Members, divided into two classes - Directors at Large and National Directors. The sole distinction between the two classes of directors shall be residence requirements for election which shall be as follow: Any Active Member shall be eligible to election as a Director at Large. Active Members who do not reside in the City of New York or within sixty miles thereof shall be eligible for election as National Directors. At the first Annual Meeting, twenty-four Directors at Large and twenty-four National Directors shall be elected in the manner provided in Section 5 of this Article. The twelve members receiving the greatest number of votes for Director at Large shall be elected for a term of two years, and the twelve members receiving the greatest number of votes for National Director shall be elected for a term of one year. Thereafter twelve Directors at Large and twelve National Directors shall be elected each year for a term of two years. Any vacancy in the Board of Directors shall be filled by appointment of the remaining members of the Board until the next annual meeting or until successors are elected and qualify. Fifteen members of the Board of Directors shall constitute a quorum and action of a majority of the Directors present at any meeting duly called, a quorum being present, shall be the act of the Board of Directors, except as otherwise provided by this Constitution. No person shall be elected a director, whether or not of the same class, for more than two successive terms. Section 2. The Board of Directors shall have power to delegate any or all of its powers of management and control of the affairs, funds and property of the Association to an Executive Committee, which shall consist of not less than five members of the Board of Directors, who shall be designated and subject to removal by the Board of Directors. The Executive Committee shall be empowered to act on behalf of the Board of Directors subject to such restrictions as the Board may from time to time impose. Section 3. The Board of Directors shall have the power to appoint committees and to appoint such employees, including an Executive Director, to carry on the work of the Association as it may deem proper 3
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