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ARTICLE II.
Board of Directors
Section 1. Regular meetings of the Board of Directors shall be held at such time and place upon such notice as the Board may decide.

Section 2. Special meetings may be called at the written request of the President or at least five members of the Board of Directors. Such special meetings may be called at any time on not less than twenty-four hours' notice.

Section 3. The Board of Directors shall keep a record of its proceedings and shall make a written report of its activities at the Annual Meeting. Immediately following each Directors' meeting a record of the proceedings bad thereat shall be sent to each Director.

ARTICLE III.
Nominating Committee

Section 1. The Nominating Committee shall consist of a number o Active Members to be determined at each Annual Meeting to select nominees to be presented at the succeeding Annual Meeting. One-half the members of the Nominating Committee shall be chosen at the Annual Meeting and the remainder shall be chosen by the new Board of Directors.

Section 2. The quorum of the Nominating Committee shall consist of a majority of its members.

Section 3. The Nominating Committee shall meet not later than one hundred and five days before the annual meeting in each year and with-in thirty days thereafter announce the nominations for each office of the Association and for the members of each class of the Board of Directors to be elected at the annual meeting. The Secretary shall forthwith notify all the Active Members of the said nominations. In making nominations for the office of National Director, the Nominating Committee shall give due regard tot he distribution of Members' residence in the United States of America, and to the suggestions of Active Members who do not reside in the City of New York or within sixty miles thereof.

Section 4. Not later than thirty days after the transmission of the said notice by the Secretary of the nominations made by the Nominating Committee each ear, twenty-five Active Members of the Association in good standing may file with the Secretary a nominating petition (which may be in parts), duly signed, making other nominations for any of the various offices of the Association and/or for Directors at Large, and Active Members of the Association in good standing who do not reside in the City of New York or within sixty miles thereof, may file with the Secretary a nominating petition (which may be in part), duly signed, making other notations for National Directors. With any nominating petition shall be filed the consent of the nominee. The secretary shall forthwith notify all of the Active Members of such nominations. The nominations may be made only in the manner expressly provided by this Article.

ARTICLE IV.
ABSENT VOTING

Section 1. Notice of proposed amendments of the Constitution pursuant to Article IX, section 1, thereof, notice of proposed amendments to By-Laws, pursuant to Article VI, Section 2, of the Constitution, and notice of nominations pursuant to Article III, Sections 3 and 4, of these By-Laws shall be transmitted to the members accompanied by ballots in such form as may be prescribed by the Board of Directors.

Section 2. Active Members in good standing who do not attend the meeting at which any amendment to the Consitution or By-Laws is acted upon, or any election of officers or members of the Board of Directors is had, may vote upon any such amendment or in any such election by marking and signing the said ballots and transmitting them to the Secretary of the Association.

Section 3. No proxies shall be recognized but all ballots received by the Secretary prior to the day of said meeting shall be counted in any such vote or election.

ARTICLE V.
Discipline
Section 1. Charges against members may be preferred by any Active Member or Members, acting in an official capacity or otherwise.

Section 2. In all such cases if the Board of Directors shall direct a hearing on the charges, such hearing shall be governed by rules prescribed by the Board of Directors. Any member against whom a charge is made upon which the Board of Directors shall direct a hearing shall be notified in writing as to the nature of the charge made against him and shall be afforded an opportunity to appear in person and to be heard or to present a written statement, to be represented by counsel, to introduce evidence, and to examine evidence introduced against him.

Section 3. After such hearing the Board of Directors shall, subject to the provisions of the Constitution, have the power to suspend or expel any such member. Such action of the Board of Directors shall be final.

Section 4. The Board of Directors shall have the power to fix the date when dues shall become payable. Members in arrears three months in payment of dues or other indebtedness to the Association shall automatically be suspended from all rights, privileges, powers or other benefits of membership in the Association. Members in arrears six months in payment of dues or other indebtedness to the Association shall automatically forfeit membership in the Association. Any member so suspended may, in the discretion of the Board of Directors, be reinstated to membership in good standing upon payment of all indebtedness to the Association, including dues, in addition to the dues for the balance of the year. Any member whose membership has been forfeited for non-payment of dues or other indebtedness may be reelected, in the direction of the Board of Directors, upon payment by such member of the dues for the year in which such reinstatement occurs.