As Amended August 2016
The name of this Association shall be
NORTH AMERICAN WHOLESALE LUMBER
ASSOCIATION, INC. (NAWLA)
The purpose of the Association is to:
(a) Enhance the standing and protect the reputation of the wholesale branch as an essential factor in the building materials industry; and
(b) aid in the more efficient distribution of lumber and building materials through interchange of information to improve methods of handling, distribution and marketing; and
(c) cooperate with all branches of the building materials industry for the advancement of the industry; and
(d) provide networking opportunities to its members to facilitate fair trade and improve industry best practices; and
(e) offer educational programs to its members to enhance their knowledge and better inform them of conditions and opportunities that exist in the industry.
Section 1. Classes of Membership. The membership of this association shall be divided into four classes: (1) Wholesalers, (2) Manufacturers, (3) Service Affiliates, and (4) Associates. Eligibility for membership in the Association is without regard to the applicant’s country of domicile.
Section 2. Wholesalers. To be eligible for membership in the association as a Wholesaler (including Wholesaler-Processors), an applicant shall be any person, firm or corporation deriving the majority of its sales from, and regularly engaged in wholesaling of forest products and related building materials, who demonstrates a commonality of interest with the membership; and:
(a) Maintains a sales organization for wholesale purposes; and
(b) takes title to the products they sell and assumes credit risks due to the resale of said products; and
(c) may perform such other functions that are incident to the processing and distribution of said products; and
(d) Conducts the majority of sales from reselling said products to wholesale trade other than to applicant’s owners, stockholders, partners, affiliated firms, subsidiaries or to other entities with whom the applicant has a direct or indirect financial interest; and
(e) Conducts the majority of purchases for the organization with manufacturers with which there are no exclusive sales agreements.
A Wholesaler shall have the right to vote as a member, serve as a Director and hold office.
Wholesale Trade is defined as sales to resellers in the building materials industry.
Section 3. Manufacturers. To be eligible for membership in the Association as a Manufacturer, an applicant shall be any person, firm or corporation that does not meet the criteria of Section 2 as a Wholesaler but sells a significant portion of its products through wholesalers and is a manufacturer of forest products and/or related building materials for their own account.
A Manufacturer shall have the right to vote as a member and serve as a Director, but shall not be eligible to serve as Chairman, First Vice Chairman, Second Vice Chairman, and Secretary/Treasurer.
Section 4. Service Affiliates. To be eligible for membership in the association as a Service Affiliate member, an applicant shall be any person, firm or corporation that is not a Wholesaler or a Manufacturer but is regularly engaged in the business of providing services to members of the industry. This definition includes the processing of lumber, wood products or building materials that are owned by someone other than the affiliate on the basis that processing is a service. The membership classification of a person, firm or corporation that provides both product processing services to others, as well as processing its own products for resale, shall be determined according to the majority of gross profits. Service Affiliates shall not have the right to vote, hold office or serve as a Director.
Section 5. Associate Members. To be eligible for membership in the association as an Associate member, an applicant shall be any person, firm, or corporation interested in the use or promotion of forest products and building materials but not eligible for membership as a Wholesaler, Manufacturer or Service Affiliate. Associate members must be eligible for a specific category, such as other Trade Associations, which are to be determined at the discretion of the Board of Directors. Associate members shall not have the right to vote, hold office or serve as a Director.
Section 6. Action on Membership Applications. By subscribing to these Bylaws, an applicant who meets the qualifications stated herein, and who is approved for membership by the Board of Directors, shall become a member of this Association.
Section 7. Applications for Membership. Applications for membership shall be filed with the Association and must be accompanied by the written endorsement of company principals from two members in good standing. The applicant agrees to abide by the provisions of these Bylaws and any amendments thereto. When such application has been approved by the Board of Directors, the applicant shall become a member upon the payment of dues. The Board of Directors shall use reasonable discretion in regard to such applicants and their qualifications, and shall hold the right to request member information from time to time in order to prove compliance with membership requirements and classification.
Former members of the Association who resigned in good standing may renew their membership in the Association within five years of their resignation subject to an administrative review by the Association’s Executive Director and contingent upon there being no substantial change in the nature of the reinstatement applicant’s business.
Section 8. Members in Good Standing. Any member who defaults in payment of any dues or assessments levied in the manner prescribed by these Bylaws, or defaults in any other obligations to the Association lawfully imposed, after due notice thereof shall have been given to such member, shall not be considered in good standing so long as any such default exists and he shall not be entitled to vote or to receive the special services of the Association during the period of such default.
Section 9. Resignation. Any member of the Association in good standing may tender its resignation and such resignation shall be accepted provided said member is not subject to expulsion under the conditions set forth in Section 11 of this article; such member shall nevertheless be liable for dues to the end of his current membership year.
Section 10. Revocation. The Board of Directors shall have the power to revoke the membership of any person, firm or corporation of the Association:
(a) Making an assignment for the benefit of creditors or trust deed, or other general transfer or conveyance of assets for the benefit of creditors; or
(b) filing a voluntary or involuntary petition in bankruptcy; or
(c) obtaining or suffering the appointment of a receiver on the ground of insolvency; or
(d) failing to meet its financial obligations to the Association for goods and/or services rendered other than those covered by dues.
Section 11. Expulsion. Any member of the Association may be expelled for any violation of the Bylaws or Code of Ethics, or for any reason deemed sufficient by the Board of Directors by a two-thirds affirmative vote of the members of the Board present at the meeting. No vote on expulsion may be taken unless a notice is sent to the said member not less than 15 days prior to the meeting, stating the reason for the proposed expulsion, and the time and place where the said meeting is to be held. It shall be the privilege of the said member to appear in person or by counsel at the said meeting and to be heard before final vote is taken on the question of expulsion.
Section 12. Continuation of Membership. All members in good standing as of the date of the adoption of any amendments to these Bylaws are automatically continued in membership hereunder in accordance with the classification as to membership as shown on the roster of the Association on said date.
Section 13. Honorary Members. Any person who has rendered service to NAWLA or who has added to the general advancement of the interest of the lumber and building materials industry may be elected as an Honorary Member by the Directors of the Association. Honorary Members shall not pay dues and not be entitled to vote.
Section 1. Each member shall pay dues toward current expenses of the Association in an amount to be set annually by the Board of Directors. In case the dues are not sufficient to pay the annual expenses of the Association, an assessment may be approved by the Board of Directors and made upon the members not to exceed 50% of the amount of dues for that member. Dues and assessments shall be determined with consideration to NAWLA’s Operating Reserve Policy.
Section 2. If any member neglects or refuses to pay dues or assessments within thirty (30) days after notice by the Executive Director, the Executive Director may give final notice that unless payment is made within thirty days from the date of said notice, such member shall stand suspended and be excluded from all privileges of membership. In the event of satisfactory explanation and payment of arrears within said thirty days, including any service charge levied for late payment, the member shall be reinstated.
Section 1. Nomination and Election of Directors. The affairs of the Association shall be managed by a Board of Directors consisting of no fewer than fourteen (14) and no more than nineteen (19) Directors made up of not less than a majority of Wholesaler members. The Executive Director shall be an ex-officio member of the Board without voting rights. Each director shall serve a term of three years and shall serve for no more than two successive terms. A Director may be elected to a further term as may be necessary to allow him or her to fulfill their term as an Officer of the Association. The election of Directors of the Association for the terms specified in these Bylaws will be held prior to the start of the following calendar year (January 1) via mail or electronic ballot pursuant to resolution of the Board of Directors.
At least 120 days prior to January 1 of the following calendar year the Chairman shall appoint a Nominating Committee consisting of five members, who shall include the most-immediate past Chairman and four voting members of the Association selected by the immediate past Chairman.
The members of the Nominating Committee shall nominate candidates for election as Directors to fill any vacancies created by the retirement of Directors whose terms are expiring in that year. For the purpose of committee action, a simple majority of members will constitute a quorum of the Nominating Committee. The immediate Past Chairman shall preside over the Nominating Committee as its Chairman. The Nominating Committee shall, for the purposes of making nominations of directors:
(a) Assure that the Board of Directors is fairly representative of the eligible membership; and
(b) assure the Board is fairly geographically representative of the members of the Association, if practical.
The aforesaid nominations shall be announced to the voting members at least sixty (60) days prior to January 1 of the following calendar year or such other meeting as may be designated by the Board of Directors. Individual (alternative) nominations to any of these positions maybe made in writing by the official representative of a voting member in good standing which must be accompanied by signed nominating petitions from no less than five percent (5%) of the voting membership in good standing as of the date of their signing. Such petitions must be received within thirty (30) days after the announcement of the nominating committee report. Ballots shall be prepared showing the nominees selected by the nominating committee and the alternate nominee(s), if any. Ballots shall be mailed or transmitted electronically to all voting members within ten (10) days after the expiration of the time allotted for the submission of alternative nominations and the balloting shall be closed within fourteen (14) days following the mailing date or transmission date of the ballots. A plurality of the votes shall be necessary to prevail in an election. For the purpose of this section, those voting shall constitute a quorum. The results of election by mail or electronic ballot may be announced prior to January 1 of the following calendar year or any other meeting as determined by the Board of Directors.
No person shall be eligible for election to an office or directorship unless that person has been nominated pursuant to this Article. Each director then elected shall assume office at the beginning of his/her designated term and shall hold office for the term to which that person has been elected or until that person’s successor has been duly elected or appointed and qualified.
Section 2. Eligibility and Compensation. Any Wholesaler or Manufacturer member of the Association shall be eligible for election as Director and all Directors shall serve without compensation. They shall, however, be entitled to be reimbursed for any necessary and proper expenses incurred by them in the performance of their duties as Directors, except for attending meetings called at the time of any regular or special meeting of the members.
Section 3. Vacancy. Any vacancy in the Board of Directors may be filled by majority vote of the Directors to serve through the unexpired term of the departing Director. At the first meeting following the vacancy, a successor shall be chosen for the unexpired term; provided, however, that any vacancy in the Board of Directors resulting from an increase in the number of Directors shall be filled by vote of the members by ballot by January 1 of the following calendar year, at which the increase becomes effective.
Section 4. Meetings. The Board of Directors shall meet at least once annually. The time and place of all regular meetings of the Board shall be determined by the Executive Committee, or, in the absence of any such determination, by the Chairman of the Association. Special meetings of the Board may be called by or at the written request of the Chairman or a minimum of one third (1/3) of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the board called by them, providing that location is accessible to all Directors.
Written notice of any meeting of the Board of Directors shall be given at least ten (10) days prior to each Director at his or her address as shown by the records of the Association. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In the case of every meeting of the Board of Directors, other than its regular meetings, the purpose for which the meeting is called shall be stated in the notice or waiver of notice.
Section 5. Meetings by Telephone or Teleconference. Members of the Board of Directors or any committee may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation shall constitute presence in person at the meeting.
Section 6. Manner of Action. The act of a majority of the Directors present at a meeting shall be the act of the Board except where otherwise provided by law or by these Bylaws. Directors present but not voting with respect to any matter shall be counted for purposes of determining whether a quorum is present, but such abstaining Director shall not be counted for purposes of determining a majority vote hereunder.
Section 7. Action Without a Meeting. Any action which lawfully may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by two-thirds of the Directors entitled to vote in respect to the subject matter thereof.
Section 8. No Proxies Permitted. No Director may vote by proxy or be counted by proxy in determining a quorum.
Section 9. Honorary Directors. Each Chairman of the Association whose term of office as such has expired, and who has not been re-elected, shall automatically become an Honorary member of the Board of Directors without the right to vote. Honorary Directors may attend Board meetings upon the invitation of the Board Chairman, though the Chairman reserves the right to exclude Honorary Directors from any portion of the agenda that is deemed to require executive session.
The Directors shall elect by ballot from among the Wholesale members of the Board, a Chairman, two Vice Chairmen, a Secretary/Treasurer, and one at-large Executive Committee Member elected from among the Wholesaler or Manufacturer Directors of the Board and shall also appoint and employ an Executive Director. The Officers shall each hold offices for the term of one year or until their successors are elected. Said Officers shall receive no salary except the Executive Director, whose salary shall be fixed by a Compensation Committee which exists for this sole purpose and is comprised of the Immediate Past Chairman, current Chairman and First Vice Chairman, or included in the negotiated fees of any professional association management firm engaged by the Association. The Executive Director shall make his/her office at the headquarters of the Association.
DUTIES OF OFFICERS
Section 1. Chairman. The Chairman shall preside at all meetings of the Association, of the Board of Directors and of the Executive Committee. He/she shall be a member ex-officio of all regular and special committees and shall have general charge and oversight of the affairs of the Association subject to the Board of Directors and Executive Committee and shall perform all other duties as usually appertain to his/her office.
Section 2. First and Second Vice Chairmen. In the event of temporary disability or absence of the Chairman, the First Vice Chairman shall act during such absence or disability, and in the event of the disability or absence of the First Vice Chairman, the Second Vice Chairman shall so act and said Officers shall perform such other duties as shall from time to time be prescribed by the Board of Directors.
Section 3. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the following duties: account for all transactions of the Association and related entities and make a full report of the same at meetings of the Board of Directors, at the Annual Meetings of the members, and/or at any time upon demand of the Chairman or the Executive Committee; safeguard the records and archives of the Association; attend to the proper publication of all reports under the supervision of the Chairman; attend to such correspondence as may be assigned by the Chairman; and, exercise such other powers and perform such other duties as shall from time to time be prescribed by the Board of Directors.
The Secretary/Treasurer shall be the Secretary/Treasurer of the Board of Directors and of the Executive Committee. The Secretary/Treasurer shall cause an audit by public accountants to be made of the Association at least once a year.
Section 4. At-Large Executive Committee member. The At-Large Executive Committee member will serve as a full-voting member of the Executive Committee. The At-Large Executive Committee member shall be either a Wholesaler or Manufacturer member of the Board in good standing provided, however, that in accordance with Article Three Section 3 of these Bylaws a Manufacturer shall not be eligible to be elected Chairman, First Vice Chairman, Second Vice Chairman or Secretary/Treasurer.
Section 5. Executive Director. The Executive Director shall be the chief executive officer of the Association. He/she shall be a member ex-officio without the right to vote of all regular and special committees, the Executive Committee and the Board of Directors. It shall be his/her duty, under direction of the Chairman, Board of Directors or Executive Committee, to devote his/her time and efforts to promoting the objects of the Association and extending its membership and influence. He/she shall direct the management of the Association and its policies, subject to the approval of the Chairman, Board of Directors or Executive Committee and have general supervision of the offices of the Association, assistants and department managers and office force, and perform such other duties as are usually pertinent to his/her office or as may be required of him/her by the Chairman, the Board of Directors or Executive Committee and may delegate to assistants any portion of the duties herein assigned to him/her.
Section 6. Vacancies. In the event of the death, resignation or permanent disability of any Officer, the vacancy thereby caused shall be filled by the Board of Directors.
Section 7. Bonds. All Officers or employees handling money of the Association shall be bonded in such amount as shall be determined by the Board of Directors or Executive Committee. The expense of furnishing such bonds shall be paid by the Association.
Section 8. Signatures on checks, notes, etc. All checks and notes of the Association shall be signed and all checks, notes, drafts, bills of exchange and orders for the payment of money shall be endorsed for collection or deposit in the name of the Association by such Officer or Officers as the Board of Directors of the Association may from time to time designate by resolutions.
Section 9. Signatures on contracts. All contracts shall be executed on behalf of the Association by the Chairman, Executive Director, or such other Officer or Officers as the Board of Directors may from time to time designate. The Secretary/Treasurer shall attest to the signature of such officer and affix the seal of the Association as may be required.
Section 1. Appointment. There shall be an Executive Committee composed of the Chairman, the First and Second Vice Chairmen, Secretary/Treasurer, Immediate Past Chairman, and At-Large Executive Committee member, and the Executive Director, who shall not have a vote. The Executive Committee may also invite other members to its meetings if it sees fit.
Section 2. Meetings. Meetings of the Executive Committee shall be held from time to time upon notice, if requested by the Chairman, Executive Director or by two or more members of the Committee.
Section 3. Powers. The Executive Committee shall have all the powers of the Board of Directors when the Board is not in session, provided, however, any action by the Executive Committee which is contrary to any resolution of the Board adopted during the current fiscal year must be approved by a majority of the Board of Directors, which approval may be given by the members of the Board in writing without a meeting.
Except to the extent expressly prohibited by the New York Not-For-Profit Corporation Law, the Corporation shall indemnify any person, made or threatened to be made a party to or called as a witness in or asked to provide information in connection with any pending or threatened action, proceeding, hearing or investigation, or any appeal therein (other than an action or proceeding by or in the right of the Corporation to procure a judgment in its favor), which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she is or was, or he or she is the executor, administrator, heir or successor of a person who is or was, a director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity (hereinafter “Indemnified Party or Parties”), against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer, acted in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful.
No indemnification shall be made in respect to (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
No indemnification shall be made under this Bylaw if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its consent to such settlement or other disposition.
The Corporation shall advance or promptly reimburse, upon request of any person entitled to indemnification hereunder, all expenses, including attorneys’ fees reasonably incurred in defending any action or proceeding in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled.
Nothing in this Bylaw shall limit or affect any other right of any person to indemnification or expenses, including reasonable attorneys’ fees, under any statute, rule, regulation, certificate of incorporation, Bylaw, insurance policy, contract or otherwise.
A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding shall be entitled to indemnification as authorized in this Bylaw. Except as provided in the preceding sentence and unless ordered by a court, any indemnification under this Bylaw, under any contract or otherwise, shall be made by the Corporation if, and only if, authorized in the specific case:
By the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in the first or second paragraph of this Bylaw, as applicable;
- If such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:
- By the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the standard of conduct set forth in the first or second paragraph of this Bylaw, as applicable, has been met by such director or officer; or
- By the members upon a finding that the director or officer has met the applicable standard of conduct set forth in such paragraph.
In case any provision in this Bylaw shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Corporation to afford indemnification and advancement of expenses to its directors and officers, acting in such capacities or in the other capacities specified in this Bylaw, to the fullest extent permitted by law.
Section 1. Annual Meetings. The Annual Meetings of the Association shall be held at such time and place as the Board of Directors or Executive Committee shall direct.
Section 2. Special Meetings. Special meetings may be called by the Chairman, Executive Director or Board of Directors, or upon demand in writing stating the object of the proposed meeting and signed by one-fourth of the members of the Association.
Section 3. Voting Power of Members. Each Wholesaler member and Manufacturer member of the Association, whether an individual, firm or corporation shall be entitled to one vote, to be cast in person or by proxy. Additionally, any vote of the Wholesaler or Manufacturer membership of the Association may be conducted by mail, facsimile or e-mail ballot with the approval of at least a two-thirds affirmative vote of the voting members.
Section 4. Proxies. At all meetings of the Association, each Wholesaler member and Manufacturer member in good standing shall be entitled to cast by or through a duly accredited Officer, or by proxy, the vote or votes to which he/she or it is entitled.
Notices of the time and place of each special meeting of the Board of Directors shall be sent by the Executive Director to each member of the Board at least ten (10) days before such meeting. Notice of the time and place of each regular and special meeting of the Executive Committee shall be given by the Executive Director to each member of the committee at least five days before such meeting. The notice of all special meetings of members shall state the purpose of the proposed meeting.
Where provision is made for the sending of notices as hereinbefore stated, the Executive Director shall send such notice by mail, facsimile or email addressed to the intended recipient’s last contact name and address as it appears on the books of the Association, and where these Bylaws provide for the giving of a notice within a specified time, the transmission of such notice within such time shall be deemed a proper compliance with said provision.
The presence of a majority of Directors shall constitute a quorum at all meetings of the Board of Directors, four (4) voting members shall constitute a quorum of the Executive Committee, and 20% of the entire Wholesaler and Manufacturer membership shall constitute a quorum at annual and special meetings of the Association, provided that one of them in each case is either the Chairman, First Vice Chairman or Second Vice Chairman.
The headquarters of the Association shall be established in a location determined by the Board of Directors. The Board of Directors is empowered to establish such branch offices which in their judgment shall be required to conduct the work of the organization.
The Chairman, in consultation with the Directors and/or the Executive Committee, shall appoint certain committees. These committees shall reflect upon the current activities of the Association. The Chairman shall each year determine the number of members of each committee and clearly establish the terms of reference within which each committee shall function.
Section 1. In case of a dispute involving members of the Association arising out of any normal business transaction, except the questions of grade and tally, or disputes which have previously been arbitrated, and both parties to said dispute signify their willingness to submit said dispute to arbitration by signing an agreement provided by the Association, the Association shall undertake to arbitrate such dispute under the Association rules and procedure.
Section 2. An Arbitration Committee formed by the Chairman and/or the Executive Director shall forthwith prepare a plan of arbitration procedure and a schedule of arbitration charges to be approved by the Executive Committee or Board of Directors.
CODE OF ETHICS
The following shall constitute the basis for a Code of Ethics of this Association:
The members of the NORTH AMERICAN WHOLESALE LUMBER ASSOCIATION, INC. subscribe to the following general rules to be applied in the conduct of their business:
We stand for the maintenance by, and for, the Wholesalers and Manufacturers of a high standard of Commercial Ethics and Honor in the trade.
We believe in the principle of Arbitration.
We desire to promote the lumber and building materials business for the general good of the entire industry and the welfare of the U.S. and Canada.
We believe in publicity, the education and cooperation of all branches of the industry to the highest standards, and in the dissemination of the proper knowledge of the economic uses of products sold and services rendered within the industry.
We believe in fair dealing, and the proper fulfillment of all obligations and contracts.
INFORMATION FOR THE PRESS
All information intended for the press, except by special arrangement of the Board of Directors or Executive Committee, shall be furnished by the Chairman or Executive Director, who shall furnish duplicate copies of any information to all publications requesting the same.
The Association shall have a corporate seal bearing the words, “NAWLA Corporate Seal.”
Amendments to these Bylaws may be made at any regular, annual or special meeting by the affirmative vote of at least two-thirds of the voting members present. Any such vote may, at the discretion of the Board of Directors, be conducted in accordance with Article X, Section 3 of these Bylaws.