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ARTICLE
VI
BOARD OF DIRECTORS
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Section 1
- The Board of Directors shall consist of seven (7) corporate
officers and four (4) members at large, who although elected
to the Board, are not officers. Each director shall assume
office immediately after becoming elected to the Board.
The President, President-elect, Vice-President, Secretary Assistant,
Secretary, Treasurer and Vice-Treasurer shall be the members
of the Board of Directors and shall constitute the officers
of the Association. The Past President shall automatically,
without election, hold one of the member at large positions
for one year after his or her Term as President has expired.
Each director shall have one vote at all regular and special
meetings of the Board of Directors except the President, who
will be entitled to one additional vote only if a deadlock situation
occurs.
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Section 2
- The Board of Directors shall be the Executive Board of this
Association and shall have general supervision, management and
control of all the businesses and activities of this Association,
subject, however, to the provisions of the other Section of
these Bylaws. The Board shall determine its own rules
of procedure. Members of the Board who qualify to vote
shall constitute a quorum for the transaction of business at
each meeting of the Board.
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Section 3
- Regular meetings of the Board shall be held at such times
as the Board by resolution shall determine. Special meetings
of the Board may be held from time to time, whenever called
by the President or any three (3) Directors. Notice of
a special meeting of the Board shall in every case be given
by an oral or written announcement thereof, at the last regular
meeting of the Board immediately preceding said special meeting.
The Secretary must notify each member of the Board at least
ten (10) days in advance of such meetings.
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Section 4
- The authority of the Board of Directors shall extend to, and
include, the following powers and authority:
a. To
determine the annual dues and initial fee.
b. To
levy special assessments on members, to provide for unusual
expenditures, or to finance a special project or program in
furtherance of the purposes of this Association. However,
such levy shall be subject to vote of the members of this Association,
as provided in Section 3 of Article III hereof.
c.
To appoint officers to fill any vacancy which may occur in any
elective office or in the Board of Directors by reason of the
death, resignation or termination of the incumbent thereof,
and any Officer or Director so appointed to fill any such vacancy
shall serve until the end of the unexpired term of such office.
d. To
hire an Executive Secretary or such other employee or employees
as the Board deems necessary to conduct the business of this
Association, and to determine the duties and compensation of
any such persons.
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Section 5
- The President shall be the Chairperson of the Board.
In the absence of the President, the President-Elect will chair.
In the absence of both, the Chairperson will be the Vice-President
and in the absence of all three, a member of the Board, selected
by the rest of the Board members, shall act as such Chairperson.
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Section 6
- All Directors shall serve without compensation; but, by action
of the Board of Directors, may be reimbursed for any actual
and necessary expenses incurred while engaged in the business
of this Association.
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Section 7
- There shall be an Executive Committee, which shall consist
of the President, Secretary, Treasurer and two (2) other Directors
appointed by the Board of Directors. The Executive Committee
shall have and exercise, in the intervals between meetings of
the Board of Directors, such powers and authority as may be
delegated to it by resolution of the Board.
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Section 8
- Any action of the Board may be overruled by a two-third (2/3)
vote of the membership of this Association, either by direct
and personal vote at any regular or special meeting of the membership,
or through a referendum by mail.
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Section 9
- The absence of any Officer or Director from two (2) consecutive
regular meetings of the Board of Directors, without reasonable
cause and express approval by the President; or the absence
without reasonable cause of any Officer or Director from three
(3) regular meetings of the Board over a one (1) year period
whether consecutive or not, shall be conclusively deemed as
a resignation by such Director to that office. Tardiness
or early leave of one-half (1/2) hour or more at regular meetings,
without previous approval of the President, or reasonable cause,
shall constitute one-half (1/2) of one (1) absence.
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Section 10
- The Board of Directors shall consist of seven (7) corporate
officers and four (4) members at large, who although elected
to the Board, are not officers. Each director shall assume
office immediately after becoming elected to the Board.
The President, President-elect, Vice-President, Secretary Assistant,
Secretary, Treasurer and Vice-Treasurer shall be the members
of the Board of Directors and shall constitute the officers
of the Association. The Past President shall automatically,
without election, hold one of the member at large positions
for one year after his or her Term as President has expired.
Each director shall have one vote at all regular and special
meetings of the Board of Directors except the President, who
will be entitled to one additional vote only if a deadlock situation
occurs.
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Section 11
- Any Officer or Director may be removed for valid causes by
the affirmative vote of two-thirds (2/3) of the entire Board
of Directors.
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