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ARTICLE VI:  OFFICERS

Section 1. OFFICERS. The Officers of the Council shall be a Chairman of the Board, a President, five Vice-Presidents, a Secretary-Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Trustees may elect or appoint such officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. All officers shall be elected from the membership of the Board of Trustees, except that the Chairman of the Board may be either a member of the current Board or shall have served as a Trustee within the twenty-four (24) months preceding his or her election, and the President shall not, and Assistant Secretaries and Assistant Treasurers need not, be members of the Board.

Section 2. ELECTION AND TERM OF OFFICE. The Officers of the Council shall be elected annually by the Board of Trustees at the regular Annual Meeting of the Board of Trustees. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. The nomination of the Officers of the Council shall be made by the Nominating Committee as provided for in Article V, Section 7.

Section 3. REMOVAL. Any officer, agent, committee member, chairman, or State Director elected or appointed by the Chairman of the Board or by the Board of Trustees may be removed by the Board whenever in its judgment the best interest of the Council would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. VACANCIES. In the event of a vacancy in the office of the Chairman of the Board because of death, resignation, disqualification or otherwise, the Board of Trustees shall meet as soon as reasonably possible after the creation of the vacancy and shall elect an interim Chairman from among the Vice Presidents of the Council to serve for the unexpired portion of the term of office. A vacancy in any other office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Trustees for the unexpired portion of the term of office.

Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall provide policy guidance and direction for the activities of the Council and shall preside at all meetings of the members and the Board of Trustees. He may sign, with the Secretary or any other proper officer of the Council authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these By-Laws or by statute to some other officer or agent of the Council, and in general shall perform all duties incident to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 6. PRESIDENT. The President shall be the Chief Executive Officer of the Council and shall supervise and control all of the business and affairs of the Council. He shall perform all duties incident to the office of the President and such other duties as may be prescribed by the By-Laws, the Board of Trustees and the Executive Committee.

Section 7. THE VICE-PRESIDENTS. In the absence of the Chairman of the Board, or in the event of his inability or refusal to act, the Vice-Presidents shall perform the duties of the Chairman of the Board, in the order designated by the Board of Trustees, and any Vice-President, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board. The states of the United States shall be grouped into four geographic divisions, as determined from time to time by the Board of Trustees, to be known as the Eastern Division, Central Division, Southern Division and Western Division. The provinces of Canada shall be known as the Canadian Division. The activities of the Council in each such Division shall be supervised by a Vice-President who shall be elected as provided in Section 2. The Vice-Presidents shall perform such other duties as may be assigned to them from time to time by the Board of Trustees.

Section 8. SECRETARY-TREASURER. The Secretary-Treasurer shall give a bond in the amount of five hundred thousand dollars ($500,000) at the beginning of his term of office and the cost of such bond shall be paid by the Council. He shall have charge and custody of and be responsible for all funds and securities of the Council; receive and give receipts for monies due and payable to the Council from any source whatsoever, and deposit all such monies in the name of the Council in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these By-Laws; and in general perform all the duties incident to the office of Treasurer. An annual audit shall be made of the books of account and funds of the Council. He shall keep the minutes of the meetings of the members of the Board of Trustees in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law, be custodian of the corporate records and of the seal of the Council and see that the seal of the Council is affixed to all documents, the execution of which on behalf of the Council under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman of the Board, the President or by the Board of Trustees.

Section 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If required by the Board of Trustees, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees shall determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, the Chairman of the Board, the President or the Board of Trustees.

Section 10. STAFF VICE PRESIDENTS. The President shall have the authority to designate ICSC staff members as staff vice presidents, with the approval of the Board of Trustees. The staff vice presidents shall have such authority and duties as may be delegated to them by the President, but shall not be officers of the Council.