Article V - Officers

Section 1. Officers

The officers of the Corporation shall consist of Chair, Administrative Vice-Chair, Technical Vice-Chair, Financial Vice-Chair, and Past Chair. The same individual may not hold more than one office.

Section 2. Election and Term

Officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors. It is required that a candidate for an officer shall be a current member of the Board of Directors. The term of office for all officers shall be as specified in Article III of this document. Officers may not serve more than two terms.

Section 3. Vacancy

Any vacancy shall be filled by the Board of Directors at a special meeting duly called for such purpose or at the annual meeting. Replacement officers shall serve for the remainder of the term filled.

Section 4. Chair

The Chair shall preside at all meetings and appoint committees as deemed necessary and shall exercise usual executive powers pertaining to the office of the Chair as well as such other duties as may be assigned or designated to him/her from time to time by the Board of Directors. He/she shall work closely with the Directors and keep abreast of the needs of the Corporation and will serve as a liaison between the Corporation and the Board of Directors to assure smooth and accurate communication. The Chair shall work closely with the Executive Director and shall be subject to control of the Board of Directors, in accordance with these By-Laws.

Section 5. Administrative Vice-Chair

In the absence or disability of the Past Chair, the Administrative Vice-Chair shall act as Chair. The Administrative Vice-Chair shall perform such other duties as the Directors from time to time may designate. The Administrative Vice-Chair shall be responsible for sending notification of all meetings to the Directors and others entitled to receive such notice and shall be responsible for preparing and distributing minutes of the meetings of the Board. The Administrative Vice-Chair shall further have the responsibility to sign and execute, along with the Chair or other authorized officer, all contracts or other documents in the name of the corporation that require the signature of more than one officer. The Administrative Vice-Chair shall maintain custody of the corporate seal and shall perform such other duties as the Board may from time to time direct.

Section 6. Technical Vice-Chair

The Technical Vice-Chair shall perform duties as the Directors may from time to time designate. He/she shall be responsible for coordinating with the Technical Vice-Chairs of the Councils any and all technical aspects of the certification programs.

Section 7. Financial Vice-Chair

The Financial Vice-Chair shall perform duties the Directors may from time to time designate. The Financial Vice-Chair shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He/she shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Corporation within four months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any Director for a period of ten (10) years, and the Financial Vice-Chair shall mail or otherwise deliver a copy of the latest statement to any Director upon his/her written request therefore. The Financial Vice-Chair shall, in general, perform all duties incident to his/her office and such other duties as may be assigned to him from time to time by the Chair or by the Board of Directors.

Section 8. Past Chair

In the absence or disability of the Chair, the Past-Chair shall act as Chair. The Past Chair shall perform such other duties as the Directors from time to time may designate. The Past Chair will prepare a written report to be included in the meeting minutes, within one year of taking the Past Chair position, a report of the corporations progress during his/her time as Chair. This report shall include highlights as well as items that need to be addressed in the future. The report shall be presented at a formal meeting of the Board of Directors.

Section 9. Executive Director

The Executive Director shall have the authority and responsibility for implementation of policies and programs and for overseeing the daily operations of the Corporation, including without limitation administration of staff duties and responsibilities. The Executive Director shall be employed by the Board and shall perform duties for the Corporation as the Board may from time to time specify. The Executive Director shall be the spokesman for the Corporation and for all the subordinate affiliated non-profit corporations referred to and identified in Section 1 of Article III of these By-Laws and shall provide administrative support for all of the actions and undertakings of each subordinate affiliated non-profit corporations. The Executive Director of this Corporation shall also serve as the Executive Director of each of the subordinate affiliated non-profit corporations referred to and identified in Section 1 of Article III of these By-Laws.

Section 10. Resignation or Removal

An officer may resign at any time by delivering written notice to the Board and it shall be effective on the date such notice is received by the Board or on the date specified in the notice. The Board may, by a majority vote, remove any officer at any time, with or without cause.

Section 11. Vacancies

Vacancies in any office may be filled by a majority vote of the Board at any regular or special meeting of the Board.

Section 12. Other Officers or Agents

The Board may appoint such other officers and agents as it shall deem necessary, expedient or prudent. These persons shall have such terms and shall exercise such powers and perform such duties as the Board may determine from time to time.

Section 13. Compensation

Officers shall not be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings for official corporation matters.