NAE Bylaws

SECTION 1. Principal Office. The principal office for the transaction of the business of the corporation is located at 8725 Technology Way, Suite A in the City of Reno, County of Washoe, State of Nevada. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county.
SECTION 2. Other Offices. Branch or subordinate offices may, at any time, be established by the Board of Directors at any place or places where the corporation is qualified to do business.

SECTION 1. Membership. All persons or organizations complying with the requirements of this Article may be members of this corporation, and are eligible for full membership privileges in any Local Employers Council subject to Section 3.
SECTION 2. Membership Classification. The membership of this corporation shall be divided into the following classes: regular, associate and honorary.
SECTION 3. Qualifications for membership of each class are:
(a) Regular members. All persons, associations, or corporations, or associations of such persons, associations or corporations, owning, operating or managing legitimate business enterprises in any industry, the purposes of which are consistent with the objects and purposes of this corporation may become regular members by complying with the provisions of Section 4 of this Article. (b) Associate members. All persons, associations, or corporations, or associations of such persons, associations, or corporations, desiring to further the objects and purposes of this corporation, may become associate members by complying with the provisions of Section 4 of this Article. Associate members shall have no voting power and shall acquire no property rights in the property of the corporation. (c) Honorary members. Honorary membership may be conferred by the Board of Directors upon any person or persons rendering signal or honorable services to the corporation, or in civil or governmental matters in fields of activity in which the corporation is interested. Honorary members shall have no voting power and shall acquire no property rights in the property of the corporation.
SECTION 4. Application for Membership. Applications for regular or associate membership in the corporation shall be made in writing and submitted to the principal office of the corporation directly, or through the appropriate local Council Secretary, or through an appropriate representative of the corporation. Initiation fees and dues in accordance with Article XII shall accompany the application for membership. The application shall be deemed accepted when approved by a majority of the directors present at the next subsequent meeting of the Board of Directors or by a majority of the Executive Committee at the next subsequent meeting of the Executive Committee. If an application is rejected by the Board of Directors or the Executive Committee, all monies tendered with the application or prior to the rejection of the applicant shall be returned to the applicant.
SECTION 5. Records of Members. A membership book containing the name and address of each member shall be kept at the principal office of the corporation. Termination of any membership shall be recorded in an appropriate manner, together with the date on which the membership ceased.
SECTION 6. Voting Privileges of Members. Only regular members in good standing shall be entitled to vote. Members entitled to vote may do so at all regular or special meetings of the corporation, of the appropriate Local Employers Council, in person or by one or more agents authorized by a written proxy executed by such member or his duly authorized agent. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specified therein the length of time for which the proxy is to continue in force, which in no case shall exceed seven (7) years.
SECTION 7. Liability for Membership Dues and Assessments. Members shall be personally liable for dues and assessments authorized in Articles XII and XX, and any member who resigns or whose membership is terminated shall remain personally liable for full payment of all arrears of dues or assessments until payment of such arrears has been made in full. Liability of any member for dues or assessments which may be in arrears at the time of his resignation or expulsion is deemed to be severable from any other rights or duties existing between the member and the corporation at the time of his resignation or expulsion. In the event that any member shall resign or be expelled from membership in this corporation, all interest of such member in this corporation or in any of this property shall forthwith cease and terminate; provided, however, that no such resignation or expulsion and no suspension from membership shall terminate or affect any obligation of such member under or pursuant to the terms any contract or agreement made or entered into on its behalf by the corporation with any labor unions or organization of employees. Members are not personally liable for the debts, liabilities or obligations of the corporation.
SECTION 8. Suspension and Expulsion of Members. Any member may be suspended or expelled from this corporation, and his membership revoked for due cause, at any duly held meeting of the Board of Directors or the Executive Committee of the corporation upon a vote of two-thirds (2/3) of the directors or members of the Executive Committee present; provided, however, that a member shall be first suspended before any action to expel him shall be taken and upon suspension he shall be given notice in writing at least seven (7) days before any meeting at which expulsion and revocation of membership shall be considered, and at said meeting he shall be given an opportunity of presenting any defense or explanation to mitigate or excuse the act or acts making necessary such suspension or expulsion. Any member expelled from this corporation may, by giving a thirty (30) days' notice in writing addressed to the principal office of the corporation to that effect, appeal from the decision so expelling him from the corporation and request the Board of Directors at any meeting within ninety (90) days after such expulsion to affirm or disaffirm the action. Should the Board of Directors disaffirm the decision, said expelled member is to be reinstated to full membership. The Board of Directors shall have power to impose any penalties or other conditions to the re-admission or termination of expulsion of any members.
SECTION 9. Membership Resignation. Any member may resign by submitting his written resignation at any meeting of the Executive Committee, the Board of Directors, or of the members, or by mailing, or transmitting by electronic means his resignation to the principal office of the corporation. Such resignation, without the necessity of any formal acceptance by the Board of Directors, shall become effective immediately unless otherwise specified therein. The Board of Directors shall have power to impose any penalties or other conditions to the readmission in this corporation of any such former member.
SECTION 10. Membership Not Transferable. A membership in the corporation is not transferable. In the event of a change of ownership of a member firm, the successor may continue as a member of the corporation by applying for membership, as provided in Section 4 of this Article, except that payment of an initiation fee will not be required.

SECTION 1. The objects and purposes of this corporation are as follows:
(a) To promote and foster a friendly, helpful and cooperative industrial labor relationship among persons, firms and corporations engaged in various business enterprises.
(b) To study, conduct research into, examine, and investigate industrial relationships, labor, employment and economic conditions.
(c) To promote and foster cooperation between employer and employee in order to maintain a harmonious relationship for their mutual benefit, and the benefit of the general public.
(d) To stabilize amicable relations with labor groups by minimizing frictional disputes through honest, intelligent handling of labor problems.
(e) To conduct negotiations on behalf of the members of this corporation with their employees, and/or their collective bargaining organizations, representatives or agencies.
(f) To make, execute, and enter into, contracts with employees, and/or their collective bargaining organizations on behalf of the members of this corporation.
(g) To prepare, edit, print, publish, and distribute literature, pamphlets, magazines and periodicals of reliable information as to labor problems and economic conditions, for the purpose of educating the members of this corporation.
(h) To purchase, hold, sell, improve, lease or take leases upon real estate and real property and to mortgage and encumber the same and to direct, manage, care for and maintain buildings and improvements thereon, when necessary for the non-profit purposes of the corporation.
(i) To sell, assign, transfer, mortgage, pledge or hypothecate, or otherwise dispose of any of the securities or property, real or personal, of the corporation when necessary for the non-profit purposes of the corporation.
(j) To borrow money and to secure the same by hypothecation, transfer, assignment, mortgage or deed of trust, upon all or any part of the corporation's property and assets, when necessary for the non-profit purposes of the corporation.
(k) To raise money by subscription and to grant any rights and privileges to subscribers, when necessary for the non-profit purposes of the corporation.
(l) To make and perform contracts of any kind and description and in carrying on its business or for the purpose of furthering any of this, the objects, to do any and all things which a natural person might or could do or exercise and which may hereafter be authorized by law, when necessary for the non-profit purposes of the corporation.
(m) In general, to have and exercise all powers conferred by the State of Nevada upon non-profit corporations.
(n) The foregoing enumeration of powers of a special nature shall not be held to limit or restrict general powers in any manner.

SECTION 1. Board of Directors. The Board of Directors of this corporation shall consist of the president of the corporation, the president of the corporation holding office immediately preceding the election of officers and employer members of the corporation from such industry groups as determined from time to time by the Board.
SECTION 2. Honorary Directors. The Board may elect no more than five (5) honorary directors who shall be retired former presidents or board chairmen of national industries or business or who shall be retired, acknowledged experts in national industry or business. Such honorary directors shall have both a voice and vote.
SECTION 3. Executive Committee. The Executive Committee of this corporation shall be elected by the Board of Directors and shall consist of all of the officers of the corporation and five directors. A minimum of five Executive Committee members shall be considered a quorum.
SECTION 4. If a member of the Board of Directors shall not attend at least one of each three regularly scheduled meetings, he shall, in the absence of good cause acceptable to the Board, be replaced by the Board of Directors at its next succeeding meeting. If a member of the Executive Committee shall not attend at least one of each four regularly scheduled meetings, he shall, in the absence of good cause acceptable to the Board, be replaced by the Board of Directors at its next succeeding meeting.

SECTION 1. It shall be the duty of each regular member to notify the corporation, through the Secretary of the Local Employers Council, a Representative of the corporation or directly to the principal office of the corporation, of any and every matter which may be deemed of general interest or value to the protection or advancement of the objects and purposes of the corporation.
SECTION 2. It shall be the right and duty of each member to be represented by the corporation in all matters relating to contracts or controversies with the representatives of organized labor groups, and in all negotiations with labor organizations which may be required by members of the corporation, except where circumstances are such that the member or members involved in the labor controversy, together with a representative of the corporation, deem it advisable for the negotiations to be conducted by the member or members involved in the labor controversy, together with a representative of the corporation, deem it advisable for the negotiations to be conducted by the member or members with the advice and assistance of the corporation.
SECTION 3. Labor Contracts. Any contracts, commitments or undertakings made by the corporation on behalf of its members with any union or other organization of employees shall bind the members of this corporation, if made as provided in Article XIII.
SECTION 4. Labor Contract Liability. No member shall be under any liability to any labor union or organization of employees for any act done or omitted, or contract, commitment, or undertaking made by any other member of the corporation or by the corporation not done or made in compliance with Article XIII.
SECTION 5. Member Violations of Agreement. If any member shall violate, directly or indirectly, any rule or policy established by the corporation, or procure, encourage or assist in any such violation by any other person, whether a member of this corporation or not, or shall, directly or indirectly, violate any provision of any contract or agreement made by this corporation on its behalf with any workers or labor organizations, or procure or encourage or assist in any such violation by any other person, whether a member of this corporation or not, or shall violate any other provision of these By-Laws, the Board of Directors shall have the power, at its discretion, to suspend any such member, in accordance with the procedure stated in Article II, Section 8, for such period of time as the Board of Directors shall prescribe, and the Board of Directors shall have the power, at its discretion, to expel such member from membership in this corporation.
SECTION 6. Labor Contracts to be Filed. Within thirty (30) days of becoming a member of this corporation, each member shall file with the principal office of the corporation originals or true copies of all existing labor contracts under which he may be operating. Copies of all future labor contracts shall also be filed with the principal office of the corporation within ten (10) calendar days after completion of negotiations, whether or not said labor contracts were negotiated and signed in conjunction with this corporation.

SECTION 1. Regular Meeting of Corporation. There may be a meeting of the corporation at such time and at such place within the State of Nevada as is designated by the Board of Directors. Notice of the meeting of members shall be given by mailing notice thereof, stating the nature of the business to be transacted, and specifying the time and the place of the meeting at least fifteen (15) calendar days prior to the date of meeting and shall be addressed to each of the members of the corporation at his or its place of business or residence, as the name appears on the books of the corporation. No other or further notice shall be required.
SECTION 2. Special Meeting of Members. Special meetings of the members of the corporation may be called and held at any time by order of the President, or five (5) members of the Board of Directors, or fifty (50) regular members of the corporation. At least ten (10) calendar days before the holding of any special meeting of the members, notice thereof shall be mailed in the manner specified in Section 1 of this Article. No other or further notice of such special meeting shall be required.
SECTION 3. Quorum. At all meetings of the members of this corporation, the members represented at the meeting, either in person or by proxy in writing or by electronic means, shall constitute a quorum.

SECTION 1. Officers of the Corporation. Officers of the corporation shall consist of a President, Vice President and Secretary and a Treasurer, all of whom shall be elected for a term of two (2) years by a majority vote of the Board of Directors at their first meeting.
SECTION 2. Filling of Vacancies in Office. Vacancies in any elective office of the corporation may be filled at the next regular or special meeting of the Board of Directors.
SECTION 3. Compensation of Officers. All officers of the corporation shall serve without compensation.
SECTION 4. Executive Director. The Board of Directors shall employ an Executive Director with such powers and duties as may be generally and specifically determined and specified by the Board of Directors. All employees of the corporation reporting to the Executive Director shall be under his sole direction and authority.

Subject to limitations of the Articles of Incorporation, of the By-Laws, and of Nevada Revised Statues, Sec. 81.410 to 81.540 inclusive, as to action which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by the By-Laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:
1. To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation or the By-Laws, as they may deem best.
2. To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.
3. To delegate to the Executive Committee any or all of the powers and authority of the Board of Directors in the management of the corporation, except the power to amend or repeal by-laws.
SECTION 2. Election of Directors. At each biennial meeting of directors, their successors shall be elected from those recommendations made by the Nominating Committee of the board, to hold office until the next succeeding biennial meeting of directors.
SECTION 3. Regular Meetings of Directors. The directors of the corporation shall meet once each quarter, on a date set by the Board of Directors, at the principal office of the corporation, or such other place within or without the State of Nevada, as may be designated by the Executive Committee.
SECTION 4. Special Meeting of Directors. Special meetings of the Board of Directors may be call by the President, or two (2) directors, at any time.
SECTION 5. Notice of Meeting. Notice of the time and place of regular or special meetings of the Board of Directors shall be mailed, delivered or transmitted by electronic means expense prepaid, to each director not less than twenty-four (24) hours before the time for which such meeting is called.
SECTION 6. Quorum of Directors' Meetings. At any meeting of the Board of Directors, seven (7) members present shall constitute a quorum for the transaction of business and any business transacted at a meeting so constituted shall be valid, provided it be affirmatively passed upon by a majority of those present.
SECTION 7. Filling Vacancies in Board. The Board of Directors of the corporation shall be the power to fill any vacancy in the Board.

SECTION 1. Powers and Duties of the Executive Committee. Subject to the limitations of the Articles of Incorporation, of the By-Laws, and of Nevada Revised Statues, Sec. 81.410 to 81.540 inclusive, as to the action which is explicitly required to be authorized or approved by the members or by the Board of Directors only, all powers and duties of the Board of Directors are delegated to the Executive Committee, except the power to amend or repeal By-Laws.
SECTION 2. Meeting of Executive Committee. The Executive Committee shall meet periodically at a time and place, within or without the State of Nevada, designated by the President.
SECTION 3. At any meeting of the Executive Committee, five (5) members present shall constitute a quorum for the transaction of business, and any business transacted at a meeting so constituted shall be valid, providing it be affirmatively passed upon by a majority of those present.

SECTION 1. President. The President of the Board shall preside at all meetings of the officers of the Executive Committee and of the Board of Directors; decide all points of order; appoint all chairmen and members of the committees, except when otherwise voted upon; be an ex-officio member of the all committees, perform all duties incidental to his office and shall perform such other duties as may be prescribed from time to time by the board of Directors or by the By-Laws. The President of the Board shall be Chairman of the Executive Committee. The President shall be the chief executive officer of the corporation and subject to the control of the Board of Directors, shall have general supervision, direction and control of the of the operation of the corporation, including responsibility for the selection and operation of the staff of the corporation, and such other duties as the Board of Directors or the By-Laws may from time to time prescribe. He shall be a regular member of the Board of Directors and the Executive Committee, and shall be an ex-officio member of all standing committees. The President shall sign as President of the corporation all deeds, conveyances, mortgages, leases, contracts, obligations, certificates and other papers and instruments in writing that may require such signature, unless the Board of Directors shall otherwise direct.
SECTION 2. Vice President. There shall be a Vice President elected at the same time that the President is elected, and he shall assume all of the duties of the President in case of the absence, illness, or inability of the President to act.
SECTION 3. Secretary. The Secretary shall act as secretary to the Board of Directors and shall keep true and correct minutes of all Board meetings and shall perform such other duties as the Board of Directors or By-Laws may from time to time prescribe.
SECTION 4. Treasurer. The Treasurer shall keep the funds of the corporation subject to its order, pay all bills which shall be approved by the Finance Committee, and disburse such funds on checks signed by any two (2) persons designated by the Executive Committee; present a report of the financial condition and transactions as required, and an annual report at each annual meeting covering the previous year; and shall perform such other duties as the Board of Directors or By-Laws may from time to time prescribe. The Treasurer with the aid of the Finance Committee shall also be responsible for the preparation of a budget for the subsequent year which shall be presented annually to the Board of Directors at their first meeting and reviewed each quarter. All funds of the corporation shall be deposited by the Treasurer in the name of the corporation in a depositary selected by the Board of Directors.

SECTION 1. Standing Committees. All standing committees shall be appointed as needed by the President, and the Chairman of each committee is to be appointed from the members of the Executive Committee. Members of the committee may be either regular or associated members of the corporation, whether members of the Board of Directors or not and shall serve at the pleasure of the President. The Standing committee shall in addition to the Executive Committee, as provided in Article IV, Section 3, consist of the following and such additional committees as the Board of Directors may authorize from time to time:

1. Membership Committee.
   
2. Legislative Committee.
   
3. Investment Committee.

SECTION 2. Functions of Standing Committees. The functions of the various standing committees shall be as determined by the Board of Directors, and it shall be the duty of the Chairman of each such committee to make all recommendations of policy pertaining to the functions of his committee to the Board of Directors.
SECTION 3. Special Committees. Special committees for temporary purposes may be appointed by the President, when required, the chairman of such committee to be appointed from the members of the Executive Committee. Members of the committee may be either regular or associate members of the corporation, whether members of the Board of Directors or not.

SECTION 1. Dues and Assessments. Each regular member shall pay dues at uniform rates as established by the Board of Directors.

SECTION 2. Base for Computing Dues. Rates adopted by the Board of Directors, in accordance with Section 1, shall be applicable to the entire payroll of the regular member, with the exception of owners, managers and other executives. The entire payroll shall be construed to be the average number of employees of the firm during the preceding twelve (12) months.
SECTION 3. Member Reports of Employees. Each regular member shall submit a revised statement of his average number of employees from time to time at the request of the principal office of the corporation or of a representative thereof, and it is mandatory upon the principal office of the corporation to submit such request to all regular members annually.
SECTION 4. Special Rates. Rate schedules for a member employing more than two hundred (200) employees shall be the subject of special consideration by the Board of Directors, and shall be in an amount agreed upon between the Board of Directors and the member.
SECTION 5. Dues When Payable. Intervals at which dues shall be payable shall be as established by the Board of Directors.
SECTION 6. Initiation Fee. An initiation fee may be required of each applicant for membership of an amount equal to not less than one (1) month's dues nor more than twenty-four (24) month's dues. The Executive Director shall establish the initiation fee to be required of each applicant subject to the review of the Executive Committee. This initiation fee shall not be construed as an advance payment of dues.
SECTION 7. Dues of Associate Members. Associate members shall pay dues at a rate determined by agreement between the Board of Directors and the associate member.
SECTION 8. Dues of Honorary Members. No dues shall be paid by honorary members.
SECTION 9. Special Contributions. Special contributions may be accepted from regular, associate or honorary members, or from other sources, for particular purposes designated by the Board of Directors. Such funds shall be expended as directed by the Board of Directors.
SECTION 10. Delinquent Members. Any member delinquent in the payment of dues for a period greater than three (3) months may be suspended by the Board of Directors, in accordance with the procedure authorized in Article II, Section 8, and may be expelled from the corporation by a two-thirds (2/3) vote of the Board of Directors, unless good cause is shown that the default be excused.
SECTION 11. Assessments by Corporation. No assessment shall be levied against the members of the Corporation.
SECTION 12. Place of Payment of Dues. All dues and initiation fees shall be paid directly to the principal office of the corporation or to an appropriate representative of the corporation or to the Secretary of any recognized Local Employers Council for remittance to the principal office of the corporation.
SECTION 13. Refunds of Dues Paid. In the event a member of the corporation is expelled or resigns, no dues or assessments which such member shall have paid in advance will be refunded unless the Board of Directors shall authorize such refund.

SECTION 1. Labor Negotiations Policy. To obtain uniform practice within and among the Local Employers Councils, it shall be the established policy to conduct negotiations with all labor unions or organizations of employees, or their representatives, on a group basis. The corporation shall have the power to represent and act on behalf of its members in all matters concerning the relationship of the members, individually or collectively, with labor unions or other organizations of employees, except:
(a) The corporation shall not attempt to establish any policy, nor negotiate any contract commitment or undertaking, on behalf of members of the corporation involved in a labor dispute with a labor union or other organization of employees without (1) approval by a majority of the group of members involved, and (2) execution of an authorization as evidence of bargaining authority, signed by the member or his agent.
(b) The corporation shall not make any contract, commitment, or undertaking with any labor union or other organization of employees, although authorized to negotiate in accordance with Paragraph (ac) of this Section, which shall be binding of the members of the corporation, without first obtaining approval of the provisions of such contract, commitment, or undertaking, by a majority of the group of members involved.
SECTION 2. Limitation of Authority and Responsibility. A member who has not authorized or accepted in writing any contract, commitment, or undertaking, made in accordance with Section 1 of this Article, and who has not voted in favor of approval thereof, shall not be bound by such contract, commitment, or undertaking, if such member resigns from the corporation within ten (10) days after the date of the vote thereon; provided, however, that if a member was not present at the meeting at which such vote is taken, either in person or by proxy, then such member shall have ten (10) days after notice of approval of the contract, commitment, or undertaking within which to resign from the corporation. Any member resigning under such circumstances shall not be represented in the future by the corporation nor receive any of the benefits of group action by the Local Employers Council to which he belongs, unless such member is re-admitted to membership in the manner authorized in Article II, Section 9.
SECTION 3. Rights of Employer Action. If any labor union or other organization of employees or members of any such union or organization shall violate any agreement with this corporation, or with any member thereof, or shall refuse to work for any member or members of this corporation, the local Board of Directors shall, if it is found that such union or organization is at fault and fails or refuses to make reparation or otherwise remedy such violation to the satisfaction of the local Board of Directors, render to such members of this corporation such lawful aid and moral support as may be necessary to prevent the member or members being adversely affected by such violation or refusal to work.
SECTION 4. Employer Voluntary Action. Where employees of regular members are not now members of established labor organizations, it shall be the duty of the corporation and Local Employers Councils, to foster and adopt voluntary community-wide programs, setting forth minimum standards of wages, hours and working conditions, and to make diligent efforts to secure compliance; with such programs by all employers in the geographical area covered by the Local Employers Council.

SECTION 1. The corporation shall have a seal in the outer circle of which shall be the words “Nevada Association of Employers, Inc.,” and in the inner circle, the words “Incorporated 1962, Nevada.”

SECTION 1. All By-Laws shall be recorded in a book which shall be kept in the principal office of the corporation.

SECTION 1. Amendment of the Articles of Incorporation shall be made in the manner provided for by Nevada Revised Statutes, Sec. 81.410 to 81.540 inclusive.
SECTION 2. Amendments of Corporation By-Laws. By-Laws may be amended, adopted, or repealed at any meeting of the Board of Directors, by the vote of a majority of the Directors present, or at any regular or special meeting of the members, called in accordance with Article VI, by the approval of a majority of the members voting, in person or by proxy. A thirty (30) day written notice of the proposed change shall be given to the Directors or members.
SECTION 3. Upon amendment, adoption or repeal of the By-Laws, as provided in Section 2 of this Article, written notice containing the change in full must be given to the members by the corporation within thirty (30) days thereafter. Such change shall be recorded in the By-Law book kept in the principal office of the corporation within five (5) days after final amendment, adoption or repeal.

SECTION 1. Local Employers Council. All of the regular members of the corporation located in one city or town or larger specific geographical area, where the Board of Directors of the corporation believe such a unit would be more effective in accomplishing the objects and purpose of the corporation, shall form a Local Employers Council. This Council shall be governed by a Board of Directors composed of such other directors may be elected by that Board.
SECTION 2. Limitation of Form of Local Council. There shall be no other form of Local Employers Council unless provided for in these By-Laws.

SECTION 1. Annual Meeting of Local Council. Each Local Employers Council of this corporation shall hold an annual meeting of its regular members at a time and place to be fixed by the Board of Directors of such Council. Five (5) calendar days notice thereof shall be given by the secretary of such Council to members, such notice to be given in the manner specified in Section 1 of Article VI.
SECTION 2. Special Meeting of Local Council. Special meetings of the regular members of any Local Employers Council of this corporation may be called by the Chairman of the Board of Directors of such Council, the Vice Chairman, thereof, or other officer of such Council on the application of five (5) regular members of such Council in good standing. Should the officer requested fail to call such a meeting, or should the Secretary upon being requested to notify the members thereof, fail to do so, any regular member may call the meeting upon giving notice thereof in the manner herein specified. Notice of any special meeting delete of any such Council should be given:
(a) By a five (5) calendar day written notice mailed to all members of the Local Employers Council in the manner hereinbefore provided for notice of its annual meeting.
(b) In the event that the Chairman or Secretary shall determine that an emergency exists requiring an immediate meeting of the members, notice may be transmitted to the place of business of each member by electronic means at least four (4) hours prior to the hour fixed for said meeting.
SECTION 3. Quorum Local Council Meetings. At any meeting of the members of the Local Employers Council of this corporation, the regular members present in good standing shall constitute a quorum for the transaction of business and any business transacted at a meeting regularly called and held and so constituted shall be valid, provided, the same be affirmatively determined upon by a majority of those present, except as otherwise in these By-Laws provided or as otherwise provided by law.

SECTION 1. Officers of Local Councils. Officers of the Local Employers Council shall consist of a Chairman, Vice Chairman, Secretary and Treasurer. Officers shall be elected for a term of two (2) years, by a majority vote of the Board of Directors of the local council, such election to take place within sixty (60) days prior to the date of the annual meeting of the corporation.
SECTION 2. Vacancies in Office Local Council. Vacancies in any elective office of the Local Employers Councils, may be filled at the next regular or special meeting of the directors.
SECTION 3. Compensation of Officers Local Council. All officers of the Local Employers Councils shall serve without compensation.

SECTION 1. Assessments by Local Council. Local Employers Councils may levy a special assessment against the members of such Councils, where authorized by a two-thirds (2/3) vote of the members voting, in person or by proxy, at a regular or special meeting of the Local Council, provided that such assessment must be approved by the Board of Directors of the corporation.
SECTION 2. Special Assessments. Special assessments levied by Local Employers Council in accordance with Section 1 of this Article shall be paid to the Treasurer of the Local Employers Council.

SECTION 1. Refund to Local Employers Council. At the discretion of the Board of Directors of the corporation, an amount based on a percentage of the total sum of the dues paid to the corporation by the members of a Local Employers Council may be returned to the Local Council at the end of each quarter, provided that the Local Employers Council complies with each and all of the following requirements:
(a) The Board of Directors of the Local Council must hold a monthly meeting with a minimum of five (5) directors present at each monthly meeting.
(b) An annual meeting must be held in accordance with Article XVIII, Section 1, and the principal office of the corporation must be advised as to the names of all officers elected thereat, and also of any replacements for such officers during the ensuing year.
(c) Copies of minutes of all meetings held must be forwarded by the Secretary to the principal office of the corporation.
(d) A representative paid-up membership must be maintained in accordance with standards which may be established from time to time by the Board of Directors of the corporation.
SECTION 2. Refunds to be Deposited in Bank. All such amounts returned to a Local Employers Council referred to in Section 1 hereof, shall be deposited by such Council in a separate bank account in a depositary to be approved by the Board of Directors of this corporation and such Council shall include the name of the Treasurer or the Secretary of this corporation as a signatory to the account with the power and authority to withdraw such funds from such account in the event such Council shall cease to exist, function, or otherwise become defunct.

SECTION 1. Chairman of the Local Employers Council. The Chairman shall be the director from his local council on the Board of Directors of the corporation. The Chairman shall preside at all meetings of the members of his local council and of the local Board of Directors; shall decide all points of order; appoint all regular and special committees; and shall be ex-officio member of all committees of his local council; perform all other duties which are incidental to his office, and such duties as may be prescribed from time to time by the local Board of Directors.
SECTION 2. Vice Chairman. The Vice Chairman shall be the alternate director from his local council on the Board of Directors of the corporation. The Vice Chairman shall assume the duties of the Chairman in the absence or inability of the Chairman to act, and shall at all times aid and assist the Chairman in the discharge of his duties. The Vice Chairman may perform such other duties as may from time to time be assigned to him.
SECTION 3. Secretary. The Local Secretary shall attend all meetings of the Board of Directors of the Local Employers Council, keep true and correct minutes and records of the proceedings of all meetings, receive monies and pay the same into the hands of the local treasurer; he shall tender written reports from time to time of such information as required, and upon the expiration of his term of office turn over to his successor all books, records, files, statistics and funds; attend to the mailing of all notices of meetings, as required by the By-Laws; and shall perform whatever other duties may be assigned to him.
SECTION 4. Treasurer. The Local Treasurer shall keep the funds of the Local Employers Council subject to its order, transmit to the central office of the corporation amounts due the corporation; pay all bills approved by the Chairman or Vice Chairman and the Secretary; present a report of the financial condition and transactions as required, and an annual report covering the previous year; at the expiration of his term of office turn over to his successor all checks, papers, etc., belonging to the Local Employers Council. All funds of the local Council shall be deposited by the Treasurer in the name of the Council in a depositary selected by the Council's Board of Directors. The Treasurer may be required to file a bond in the sum fixed by the Council's Board of Directors, such bond to be conditioned upon the faithful performance of his duties as Treasurer.

SECTION 1. Local Employers Councils shall be organized and shall operate under the Council By-Laws, a copy of which shall be furnished by the corporation upon request.
SECTION 2. Such By-Laws may be amended by the Local Employers Council, as provided therein, but such amendments must be approved by the Board of Directors of the corporation before becoming operative.
SECTION 3. Local Employers Council By-Laws may also be amended by approval of a majority of the corporation members present, in person or by proxy, at the annual meeting of the members of the corporation, provided that notice of the text of the proposed amendments shall have been given to all regular members of the corporation thirty (30) days prior to such meeting.