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By-Laws of Northeastern States

Adopted at the Organizational Meeting
of the Association on April 12, 1978 with
Subsequent revisions as noted.¹

Article I: Membership

Section 1. Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, New York City, the City of Philadelphia, and Washington, D.C., shall be members and be represented by the Tax Commissioner, or Director, or the principal tax official (hereinafter collectively referred to as "Commissioners"), or the Commissioner's designee, responsible for the administration of the tax laws. Each member shall be entitled to one vote; provided, however, that only the principal tax official of a member jurisdiction shall be permitted to vote unless he or she shall have appointed a designee by written declaration addressed to the President.

Section 2. Annual dues, if any, shall be as provided, from time to time, by majority vote of the members.

Article II: Annual Conference

Section 1. An annual conference on taxation and related matters shall be held under the auspices of the corporation, at such time as the Executive Committee may determine. The program for such conference shall be arranged by the Executive Committee.

Section 2. The annual conference shall be at a location determined by the President, unless the members shall disapprove such location by vote of two-thirds of the members present and voting.

Article III: Meetings

Section 1. The annual meeting of the corporation shall be held in connection with the annual conference. The time and place of such meeting shall be given to members by mailing notice thereof to each member at least twenty days prior to the meeting.

Section 2. Special meetings of the corporation may be held at any time and place, under such circumstances as may be warranted, when called by a majority of the members or the President. Notice of the time and place of any special meeting shall be given by mailing such notice to each member at least seven days prior to the meeting. The notice of any special meeting shall specify the purpose or purposes for which the meeting is called, and no business shall be transacted at such meeting other than that specified in the notice.

Section 3. At any meeting a majority of the membership shall constitute a quorum for the transaction of business.

Article IV: Officers and Committees

Section 1. The officers of the corporation shall be a President, a First Vice President, a Second Vice-President, a Secretary, and a Treasurer.

Section 2. There shall be an Executive Committee which shall consist of the officers of the corporation.

Section 3. The Secretary and the Treasurer may be the same person.

Section 4. The officers shall be elected annually, at the annual meeting, by the members of the corporation. Their terms of office shall begin at adjournment of the annual meeting except in the case of an election to fill a vacancy caused by resignation or death, in which event, the term of office shall begin upon election. Pending such election, the President may appoint a Commissioner to serve as an interim officer. Such officers and interim officers shall hold office until the terms of office of their successors begin.

Section 5. The Executive Committee may make provision, not inconsistent with the articles of incorporation, for reasonable compensation for services rendered by the Secretary and Treasurer and such positions as may be created from time to time by the Executive Committee.

Section 6. There shall be a Nominating Committee appointed by the President, consisting of the principal tax official or designee of the foregoing officials, in five member jurisdictions. The Nominating Committee shall submit nominations for the office of President, First Vice President, Second Vice-President, Secretary and Treasurer by notice at least twenty days prior to the annual business meeting of the corporation. Other nominations may be made by a member from the floor.

Section 7. Any provision of this Article may be suspended by a vote of three-fourths of the membership.

Article V: Duties of Officers and Executive Committee

Section 1. The Executive Committee shall manage the affairs of the corporation, subject to the provisions of the articles of incorporation or amendments thereof and the provisions of these by laws. Meetings of the Executive Committee shall be held at such times as a majority of the Executive Committee may determine or at the call of the President. At such meetings a majority of the members of the Executive Committee shall constitute a quorum. By order of the President, emergency matters may be submitted to the members of the Executive Committee to be voted on by mail ballot, by telephone or by electronic means with the same force and effect as if voted upon in meetings of the Executive Committee.

Section 2. The President, subject to disapproval by a majority of the members of the Executive Committee, shall have power to appoint standing committees and prescribe their duties.

Section 3. The Executive Committee shall have the power to appoint special committees and prescribe their duties, except that such special committees shall, to the extent possible, operate as a committee of and report through a standing committee.

Section 4. The Executive Committee shall have full power and authority in the interval between meetings of the corporation, to do all acts and perform all functions which the corporation itself might do or perform, except that it shall not have the power to amend the articles of incorporation or the by laws.

Section 5. The Executive Committee may authorize the President, or in his or her absence or inability to act, the First Vice President, the Second Vice-President, the Secretary or the Treasurer to exercise all the powers and functions of the Committee, with respect to matters and things arising in the routine management of the corporation requiring the formal action of the officers, during the interval between the meetings of the Executive Committee.

Section 6. The President shall be the chief executive officer of the corporation and of the Executive Committee, and shall perform such other duties as the Executive Committee shall prescribe. In the case of absence or inability to act of the President, the duties of the office shall be performed by the First Vice President, and in the absence or inability of the First Vice President to act, by such member of the Executive Committee as the Executive Committee may designate for the purpose.

Section 7. The Secretary shall keep a complete roll of all the members and shall keep a record of the proceedings of all meetings of the corporation and all other matters of which a record shall be ordered by the corporation.

Section 8. The Treasurer shall have care and custody of all funds and property of the corporation and shall disburse all monies subject to such directions as the Executive Committee shall prescribe. He or she shall perform all the acts incident to the position of treasurer and may, in the discretion of the Executive Committee, be required to give an appropriate bond with surety, at the expense of the corporation. The Treasurer shall make a report at the annual meeting of all the financial transactions of the corporation for the past year.

Article VI: Amendments

Section 1. These by laws may be amended at any annual or special meeting of the corporation by a three-fourths vote of all members present, provided the full text of the proposed amendment shall have been submitted to the members by mailing the same to each member at least seven days prior to the meeting. Upon consideration of any proposed amendments, any additional amendments may be offered and voted upon at the same meeting.


¹ As amended by unanimous vote of the members attending, September 9, 2002.

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