ARTICLE VII, NOMINATION AND ELECTIONS  

 Section 1.  Nominating Committee:  On or before November 1 of each year, the Chair, with approval and consent of the Board, shall appoint a Nominating Committee of five (5) members in good standing of the Institute, consisting of the Chair-Elect, the Immediate Past Chair, and at least two (2) members of the Board of Directors.  The Chair-Elect shall serve as Chair of the Nominating Committee.  

Section 2.  Selection of Nominees:  The Nominating Committee shall meet within thirty (30) days of its appointment and select nominees equal in number to the vacancies to be filled on the Board.  The Nominating Committee shall contact each nominee and obtain his or her consent to serve if elected, and to select additional nominee(s) in the event such consent is not obtained.  Immediately upon completion of the slate of nominees, the Nominating Committee shall certify the slate to the Chair of the Institute for approval of the slate by the Board of Directors prior to submission to the members.  

Section 3.  Advise Members of Nominations:  Within thirty (30) days after the Nominating Committee has certified its slate of nominees to the Chair of the Institute, a list of such nominees shall be prepared by the Chair and submitted by him or her to each Member of the Institute together with a copy of Article VII of these Bylaws.  

Section 4.  Additional Nominations:  Any five (5) Members in good standing may make additional nominations, not exceeding the number of vacancies to be filled on the Board of Directors, by submitting such nominations to the Chair of the Institute in writing signed by such nominating Members, together with the written consents to serve of such nominees.  To be effective, such additional nominations and consents must be received at the Institute's offices within twenty (20) days after the list of nominees selected by the Nominating Committee is mailed to the Membership pursuant to Article VII, Section 3 of these Bylaws.  

Section 5.  Election and Mail Ballot:  Directors may be elected either at a meeting of the Members or by mail ballot.  If there are more nominations than there are vacancies to be filled, the Chair of the Institute or his designee shall prepare ballots containing the names, titles, and business connections of all nominees arranged alphabetically.  If the election is to be conducted by mail ballot, one such ballot shall be mailed by the Chair, or such other person as may be designated by the Board, to each Regular Member in good standing, with instructions that the ballots be returned to the Institute's offices by a date certain, which date shall not be less than ten (10) nor more than thirty (30) days after the date on which such ballots are mailed to the Regular Members.  A committee of three (3) tellers, appointed by the Chair, shall then meet, count those ballots that have been received at the Institute's offices before the close of such day certain, and declare duly elected those nominees receiving the highest number of votes in such ballots.  If there are no additional nominations made pursuant to Article VII, Section 4 of those Bylaws, the Chair shall cast a ballot declaring the nominees of the Nomination Committee unanimously elected.  The term of office for directors elected pursuant to this Article VII shall commence at the next meeting of the Board of Directors immediately following their election.  

Section 6.  Time Not of Essence:  Elections shall not be invalid because the matters provided for in Sections 1 and 2 of this Article VII have not been completed within the time limits designated, provided that the election process shall be completed by June 1 of each year.