ARTICLE V

ARTICLE V - BOARD OF DIRECTORS

SECTION 1.  COMPOSITION AND TERMS

The Board of Directors shall be chosen from the Members.  The number of Directors may be increased or decreased from time to time by vote of a majority of Directors, but in no case shall there be fewer than five and no more than nine Directors. Associate Members may not constitute more than one-third of the number of Director positions filled at any time. At each annual membership meeting the Directors shall elect a Chair and Vice Chair. 

The President/Chair shall conduct all meetings and, in his/her absence, the Vice Chair shall conduct meetings and shall:

1. Call all meetings of the membership or Board of Directors.

2. Preside over meetings of the membership or Board of Directors.

3. Appoint, with the approval of the Board of Directors, the chairpersons of all standing committees.

Terms of Directors

Directors shall be elected at the annual membership meeting of the Association for two-year terms which shall expire at the annual meeting in successive years, respectively.  The Chair whose term as Chair and as Director is expiring may be elected to a one or two-year term as a Director, expiring at the annual meeting.

 

SECTION 2.  MEETINGS

The Board of Directors shall meet at such times and places as may be determined by the Chair.  A meeting may be also called by a majority of the Directors on two weeks notice, unless waived by a quorum calling and conducting such meeting.  

 

SECTION 3.  QUORUM

A majority of the then-elected Board of Directors shall constitute a quorum, provided that the Chair or Vice Chair chairs the meeting.  The Board of Directors may, however, formally conduct its business by telephone conference call or other electronic means, or by a written resolution/consent circulated to all Directors.  An action so taken on resolution adopted by telephone conference or written consent, which has been subsequently unanimously ratified in writing by all Directors, shall be binding and effective as if a meeting had been formally convened. 

 

SECTION 4.  POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall have all corporate powers to conduct and to control the affairs of the Association subject to the limitations established by the Articles of Incorporation, these Bylaws and the actions of the membership.  Its duties shall include, but not be limited to the following: 

  1. Designation of person or persons to sign and countersign all checks, drafts, and orders for the payment of money, or obligate the Association by signing of notes, orders, or promises to pay.  The Board of Directors will arrange for the necessary bonding of all persons who are required to handle funds.

 

(B) Designation of banks at which Association's funds shall be deposited and authorize the opening of bank accounts.

(C) Receive, use, hold and invest any funds, gifts, bequests or endowments of the Association and use the same or the proceeds thereof for the Association or for any of its activities set forth in its purposes.

(D) Employ an Executive Director or other employees, describe that person's duties, and fix salary.

(E) Enter into contracts and obligations to promote the purposes of the Association.

(F) The Board of Directors may adopt such resolutions, policies, rules, or regulations as may be necessary to carry out its responsibilities and effectively administer the affairs of the Association.

 

SECTION 5.  VACANCIES AND REMOVAL

Any vacancy on the Board of Directors shall be filled for the unexpired portion of the term of such Director by a vote of the Board of Directors at a meeting.  A Director may be removed from office and/or membership by a vote at a meeting of the Board or the Members, with or without cause.