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5.2 Membership. There shall be a District Board consisting of twenty-six members,
including ministers and laypersons. Twenty-one of these members shall be called by the District
Conference. The additional five shall be called by the District Board. One of the members shall
serve as chairperson and the remainder shall be assigned, five to each commission. The District
Conference shall call seven members at large and fourteen from the four zones: Eastern- six;
Northern- two; Central- two; and Western- four. (See Article 8 for zone descriptions.)

5.3 Participation.

(a) Every Board Member is expected to participate in all Board and
commission meetings. When, for unforeseen circumstances, a Board Member is unable to attend
a meeting, the board member shall so notify the District Office staff.

(b) District Conference attendance by all Board Members is expected.

(c) Any Board Member who does not fill a position in a responsible way
and is absent from meetings for six months may have the office declared vacant by the Board.

5.4 Conflict of Interest. Any Board Member who may have a conflict of interest, in
any matter, shall disclose that fact to the Board and it shall be noted in the minutes. The Board
Member shall abstain from voting on that or any related matter.

5.5 Organization and Officers.

(a) Organization of the Board. The District Moderator-Elect shall convene
the Board to organize itself at District Conference, calling a chairperson and vice-chairperson.
Following the selection of these two officers, and prior to the first official meeting of the Board
following District Conference, they, in consultation with the District Executive and the
Moderator, shall assign the members to one of the five commissions, taking into account the
preferences expressed by the members. At the first regular session of the Board, the
commissions will organize, calling a chairperson, vice-chairperson and secretary.

(b) Duties of Officers.

(i) Chairperson. The chairperson shall preside at all meetings of the
Board and its Executive Committee. The chairperson may sign, with the secretary or any other
proper officer of the corporation authorized by the Board, (See Article 3 [Legal Officers of the
District]) any deeds, mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by these bylaws, or by statute to some other officer or agent
of the corporation, and in general, shall perform all duties as may be prescribed by the Board
from time to time. The chairperson shall be an ex officio member, without vote, of all
commissions and committees of the Board.

(ii) Vice-Chairperson. In the absence, inability, or refusal of the
chairperson to act, the vice-chairperson shall perform the duties of the chairperson and when so
acting shall have all the powers of, and be subject to, all the restrictions upon the chairperson.
The vice-chairperson shall perform such other duties as from time to time may be assigned by

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