Notification of FIAE Bylaw Amendment

October 29, 2019 (Second Notice) TO: FIAE Members FR: Dave Davis, FIAE Chairman RE: FIAE Bylaw Amendment _____________________________ As per Article XII, Amendments to the Bylaws and Articles of Incorporation, the FIAE bylaws "can be amended at any regular or special meeting of the Association by a majority vote of the Designated Representatives present, provided that a copy of the amendment(s) arrives thirty (30) days prior to the meeting..." This memorandum will serve as notice to the FIAE members that a bylaws amendment will be presented and voted on at the 2019 FIAE Annual Membership Meeting on Tuesday, November 12, 2019, at The Ballantyne, Charlotte, NC. The amendment will clarify the term of the Officers and Board members will commence on January 1 of the year following their election. See below for the exact language, in red, amending Article VI, Board of Directors and Officers. ARTICLE VI. BOARD OF DIRECTORS AND OFFICERS SECTION 1. The Board of Directors shall consist of up to eighteen (18) members, up to thirteen (13) of who shall be elected from the Active Members; and up to six (6) shall be elected from among the Affiliate Members. Directors shall be Designated Representatives of Active/Affiliate Members. Directors will be elected for terms of up to three years. Directors who are not officers may serve a maximum of six consecutive years, or until the next annual meeting following their six years of service. Officers include a Chairman, Vice Chairman, Secretary/Treasurer and Immediate Past Chairman. Officers shall serve one-year terms, or until the next annual meeting following their one-year of service. Elections shall be staggered so as to have approximately one-third of the Directors elected each year.

SECTION 2. ELECTION OF DIRECTORS AND OFFICERS: A Nominating Committee, composed of Designated Representatives of Active/Affiliate members will present a slate of eligible candidates for consideration. The Directors and Officers shall be elected by a majority vote of the Designated Representatives of members present at the Annual Meeting. Terms of the office of the Board of Directors and Officers shall commence on January 1 of the year following the election at the FIAE Membership Meeting. SECTION 3. MEETINGS AND QUORUM: The Board of Directors shall hold at least two (2) meetings each year, at such times as the Chairman may deem desirable. Meetings of the Board of Directors may also be called by a majority of the Board. A majority of the total Board members currently sitting shall constitute a quorum at any duly called meeting of The Board for the purpose of transacting business, and any action receiving vote of those present shall be deemed an affirmative vote by the Association’s Board of Directors.... I am happy to assist with any questions you may have over this proposed amendment. Feel free to contact me directly. Thank you for your consideration.

Dave Davis President & Chief Legal Officer Utah Food Industry Association Utah Retail Merchants Association 4286 South Main Street Murray, Utah 84107 Phone: (801) 262-5001


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