ARTICLE VII: BOARD OF DIRECTORS

Section 1. General Powers.The affairs of the Association shall be managed by its Board of Directors.

  1. Composition. The Board of Directors of the Association shall be composed of the following individuals: 

  1. One (1) director elected or appointed by each constituent chapter. 

  2. One (1) additional director elected or appointed by each constituent chapter with 300 or more active members, if so desired by that chapter, to allow for a maximum of two (2) directors from the same constituent chapter.

  3. A maximum of four (4) delegates-at-large (appointed by the Executive Board of the Association) to represent the individual membership where there is no constituent chapter. 

  4. Officers of the Association: President, President-elect, and  Secretary/Treasurer 

  5. Executive Director of the Association

  1. Voting Privileges. Each Director shall be entitled to have one (1) vote on each issue submitted to the Board for a vote. The Executive Director of the Association has no voting privileges.

  2. Alternates or Substitutes. Each Director appointed by a constituent chapter may for all purposes be represented by an equally qualified alternate or substitute from that chapter, if confirmed by official notice in writing. Such notification absent an emergency situation must be received within fourteen (14) days of the scheduled representation.

Section 2. Directors.

  1. Number. The number of Directors on the Board of the Association is equal to the number of directors duly elected or appointed by constituent chapters plus duly elected or appointed officers plus the Executive Director.

  2. Tenure. Each Director shall hold office until such Director’s successor shall have been elected and qualified.

  3. Qualifications. Directors must be active members of the Association in good standing.

Section 3. Duties.The Board of Directors shall:

  1. General Business. Transact the general business of the Association.

  2. Administrative Policies and Rules and Regulations. Establish major administrative policies governing the affairs of the Association, as well as rules and regulations necessary to carry out the functions and intent of these bylaws.

  3. Financial Matters. Provide for the maintenance of the national headquarters and for making such office the center of activities of the Association, including such work of the officers and committees as may be deemed expedient; provide for the proper care of materials, equipment, and funds of the Association, for the payment of legitimate expenses, and for the auditing of the financial statement by a certified public accountant.

  4. Constituent Chapters. Assume responsibility with regard to constituent chapters as specified in Article V of these bylaws.

  5. Application for Membership. Act upon application for membership in this Association.

  6. Executive Director. Appoint an Executive Director, define his/her duties, and review duties and compensation annually.

  7. Annual Meeting. Decide upon the exact date and place for holding the annual meeting and have direct control of program planning, review and evaluation, and direct liaison with all appropriate committee chairmen.

  8. Votes. Verify the accuracy of the counts of votes cast by the Board of Directors and by Association members.

  9. Bylaws. Provide for the establishment, revision, or dissolution of sections of these bylaws.

  10. Other Business. Conduct all other business and affairs of the Association not otherwise specifically reserved to the membership by these bylaws.

Section 4. Executive Board.

  1. Composition. There shall be an Executive Board composed of the following officers:

  1. President

  2. President-elect

  3. Secretary/Treasurer

  4. Two directors selected annually from different geographical locations by the Board of Directors.

    Each director selected by the Board is appointed for a one-year term on the Executive Board, but may be re-appointed for a second one-year term. No director selected for the Executive Board shall serve more than two (2) consecutive one-year terms.

  5. Executive Director of the Association

  1. Powers. The Executive Board shall have all the powers of the Board of Directors to transact business between meetings.

  2. Voting Powers. Each member of the Executive Board has one (1) vote on matters put before said Board for decision. The Executive Director has no voting power.

  3. Communication of Association Business. Transactions of this Board shall be transmitted to chapter representatives and reported at the next regularly scheduled meeting of the Board of Directors.

Section 5. Special Meetings of the Board of Directors.

  1. Called By. A special meeting of the Board of Directors may be called by the Executive Board of Directors.

  2. Time and Place. Special meetings shall be held at such time and place as may be specified.

  3. Method. The appropriate method of meeting will be selected by the Executive Board of Directors:

  1. Meeting

  2. Mail

  3. Conference call

  1. Notice. Notice of any special meeting of the Board of Directors shall be given at least twenty (20) days prior thereto by written notice to each Director at such Director’s address as shown by the records of the Association.

Section 6. Quorum.

A majority of the number of Directors fixed as provided in Section 2A of this Article shall constitute a quorum for the transaction of business at any meeting of the Board unless otherwise required by these bylaws, provided  that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting to another time without further notice.

Section 7. Resignation or Removal of Director.

A Director may resign at any time upon written notice to the constituent chapter. A Director may be removed for cause as specified by statute, for malfeasance of office, or for violation of these bylaws. 

Removal from office shall be according to Article IV, Section 13C of these bylaws and in accordance with rules and regulations approved by the Board of Directors.

Section 8. Presumption of Assent.

A Director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be conclusively presumed to have assented to the action taken unless the Director's dissent shall be entered in the minutes of the meeting or unless the Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 9. Manner of Acting.

The act of a majority of the votes present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by these bylaws. 

Section 10. Proxy.

A proxy will be allowed only with representation of an approved alternate or substitute as stated in Section 1C of this Article.

Section 11. Compensation.

No member of the Board of Directors shall receive any salary or pay for his/her services except the Executive Director whose remuneration shall be fixed from time to time by the Board of Directors.

Continue to Article VIII      Back to Bylaws Index