Section 1. General Authority. There shall be a Board of Directors which shall be the chief policy-making body for the Association and which shall have the overall responsibility for ensuring that the Association’s business, property, and affairs are managed in a manner consistent with the Association’s purposes, these bylaws, and any applicable law.
Section 2. Membership. The Board shall be composed of at least six but not more than ten directors, which shall include the Chair, Vice Chair, Secretary/ Treasurer, and Immediate Past Chair. The Chair (if necessary), Vice Chair, Secretary/Treasurer, and directors shall be elected by the members from the proposed slate as set forth in Article VIII. The directors, including Chair, Vice Chair, Secretary/Treasurer, and Immediate Past Chair, shall be voting members of the Board of Directors. The President & Chief Executive Officer of the Association shall be an ex officio member of the Board without vote.
Section 3. Number and Eligibility. The number of directors shall not be less than 6 nor more than 10. All members of the Board (other than ex officio members) shall be Individual or Institutional members.
Section 4. Election of Directors. The Board of Directors, with the exception of the President & Chief Executive Officer, shall be elected from among the Individual, Institutional and Affiliate members by the voting members of the Association. Such elections shall be by mail ballot or by electronic vote to all members in good standing as of the date the ballots are distributed. Ballots shall be distributed no later 40 days prior to the Annual meeting and shall be received no later than ten (10) days prior to the Annual meeting. The vote of a plurality of the members voting, which if voting in person would be considered a quorum, shall be required to elect a director.
Section 5. Terms. The directors shall assume their positions at the close of the first official Board meeting following the Annual meeting at which the directors are elected, and shall hold office for two years until their successors are elected following the Annual meeting. No person shall be elected a Director for more terms than will constitute six (6) consecutive years of service unless such person is, at the expiration of such six-year period serving as an Officer of the Board, which would automatically extend the term until such Director ceases to be an Officer of the Board. Individuals who serve less than six (6) consecutive years on the Board of Directors are eligible to be nominated to serve on the Board again after a two-year break in service. Notwithstanding the foregoing, the Board of Directors has the authority to extend any term or modify the term limit of any Director beyond those described above at its discretion and in the best interests of the Association, upon the recommendation of the Governance Committee of the Board.
Section 6. Resignation and Removal. Any director may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the Chair. Any director may be removed by a two-thirds vote of the directors at any regular or special meeting of the Board in which a quorum is present provided that the director under consideration is provided with a written explanation as to why the directorship is being terminated and that an opportunity for a hearing before the Board has been offered.
Section 7. Vacancies. In case of resignation of a member of the Board or, if for any other reason including ineligibility or removal, a member of the Board is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.
Section 8. Ex Officio Members of the Board. The members of the Board may, from time to time, appoint one, but not more than three, additional person(s) as ex officio member(s) of the Board who shall serve without vote.
Section 9. Regular Meeting. The Board shall hold one regular meeting annually, at the time of the annual educational conference. The Board may, by resolution, provide for the holding of additional regular meetings.
Section 10. Special Meetings. Special meetings of the Board may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
Section 11. Notice. Notice of the time, day and place of any meeting of the Board shall be given at least seven days previous thereto by notice sent by mail, facsimile, email or telephone to each director at his or her address as shown by the records of the Association. This does not prohibit the Board from giving a longer notice period and for standard meetings, the Association will strive to give Board members at least 30 days prior notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If sent by facsimile, such notice shall be deemed delivered upon transmission. If notice is given by email, such notice shall be deemed delivered when the email is delivered and viewed. If notice is given by telephone, such notice shall be deemed to be delivered when a message is given to the director or left with a responsible party or recording device. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 12. Quorum. Fifty-one percent of the directors shall constitute a quorum for the transaction of business at any meeting of the Board except if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 13. Manner of Acting. The act of a majority of directors in person at a meeting of the Board shall be the act of the Board. Each member of the Board shall be entitled to one vote. In the absence of a quorum, any action taken shall be recommendatory only but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board.
Section 14. Compensation. Directors shall not receive compensation for their services as members of the Board, but by action of the Board, expenses may be allowed for attendance at meetings of the Board or for official representation of the Association.
Section 15. Procedure. The Chair shall preside at meetings of the Board. The Board may adopt its own rules of procedure, which shall not be inconsistent with these bylaws.
Section 16. Bonding. At the direction of the Board, any officer or employee of the Association shall furnish, at the expense of the Association, a fidelity bond in such sum as the Board shall prescribe.