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VI

Chapter VI
Nominating and Election Procedure

Article 32:
At its first meeting following the Annual General Meeting, the Board of Governors shall select a Nominating Committee consisting of seven members, five of whom shall be drawn from the Board of Governors and two from the general membership of the Society. The Committee shall elect its own chairman.

Article 33: Beginning in February of every year, the Nominating Committee shall be charged with the responsibility of preparing a list of 12 (twelve) candidates for positions on the Board of Governors to be filled at the next Annual General Meeting.

Paragraph 1 — Prior to the inclusion of the name of any candidate on the above list, the Nominating Committee shall ascertain the interest of such candidate in serving on the Board of Governors. In case of death, unexpected departure from Brazil, or any other reason causing a nominee to withdraw from the list, the vacancy shall be filled by a new nomination from the Nominating Committee and such change shall not be held to invalidate the list of candidates presented.

Paragraph 2 — The list of candidates for positions on the Board of Governors shall be mailed to all members in good standing of the Society at least 30 days prior to the Annual General Meeting.

Article 34: Nominations other than those made by the Nominating Committee shall be considered and voted upon at the Annual General Meeting, provided that a petition requesting the inclusion of such other nominee(s), signed by 25 or more Active Members, shall have been delivered to the Registered Office of the American Society addressed to the Board of Governors at least ten consecutive days preceding the Annual General Meeting. In such case, the name(s) so delivered shall be added to the ballot.

Article 35: The Nominating Committee shall also be charged with the responsibility of preparing and maintaining at all times a list of names to be proposed and voted on in the manner set forth in Article 24 in the event a vacancy shall occur on the Board of Governors. At least two names must be presented to the Board for each vacancy.

Article 36:
In alternate years, beginning in February of 2003, the Nominating Committee shall also be charged with preparing a list of 4 (four) candidates for Officers to be elected at the next Annual General Meeting.

Paragraph 1 - Prior to making its nominations for Officers, the Nominating Committee will canvass the Board of Governors with regard to recommendations for Officers for the coming term. Taking such recommendations into consideration, but without being bound by them, the Nominating Committee shall then prepare a preliminary list of candidates for officers. Having prepared the preliminary list, the Nominating Committee shall contact the candidate for President to ascertain his/her interest in serving in such capacity and to review with said candidate the names of the candidates for the other offices contained on the preliminary list with a view towards ensuring a consistent and harmonious list of candidates for election. The preliminary list, as revised, shall then be presented to the full Board of Governors, which may either approve or amend said list. The list as approved by the Board of Governors shall be presented for election at the next Annual General Meeting, as provided in Article 37 hereof.

Paragraph 2 — The slate of candidates for Officers shall be mailed to all members in good standing of the Society at least 30 days prior to the respective Annual General Meeting.

Article 37: At the Annual General Meeting, there shall be elected the 12 (twelve) members of the Board of Governors. In alternate years, beginning with the 2003 Annual General Meeting, there shall also be elected at the Annual General Meeting the following officers for a 2 (two) year term: President, Vice President, Secretary and Treasurer.

Sole Paragraph - Those elected as Officers shall have served as Governors of the Society, whether elected or appointed in the manner set forth in Article 24, for at least 6 (six) months prior to their election as Officers.