Composition, Terms, and Limitations: Except as otherwise provided in these Bylaws or in resolutions passed from time to time by the Board of Directors, the business affairs of the Council shall be managed and controlled, respectively, by the Board of Directors, consisting of 10 members, viz., the President, who serves as Chair of the Board, the President Elect, the Vice President, the Secretary, the Treasurer, three other Directors elected as herein set forth, the Past President, and an appointed, non-voting Executive Director. The President, the President Elect, the Vice President, and the Past President shall each serve for a term of one year; the President Elect shall automatically succeed to the presidency at the end of his/her term. The Vice President shall automatically succeed to President Elect at the end of his/her term. Staggered terms of office for Secretary and Treasurer shall be two years, renewable once. The three elected Directors shall each serve three years on staggered terms, and one shall be elected annually. No individual shall serve as an elected member of the Board of Directors for more than six consecutive years, unless elected to the position of Vice President in the fifth or sixth year. No individual may hold two elective offices at one time. Each term shall begin with the close of that session of the annual meeting at which the election result is announced.
Election of Officers and Directors: The slate of nominees submitted by the Nominating Committee, and including any member nominated by petition of 10 members submitted to the Executive Director, shall be prepared in ballot form and circulated to the entire membership by the Executive Director. Board elections are to be completed no later than 60 days prior to the start of the annual meeting of members. The Executive Director will count the ballots and present the election results to the President for announcement at the annual business meeting.
Removal: Any member of the Board of Directors may be removed by an affirmative vote of two-thirds of the entire Board of Directors.
Vacancies: If a vacancy occurs on the Board of Directors, the following procedures shall apply: (a) for officers and Directors whose remaining term of office is less than one year, including the Secretary and Treasurer, a successor may be elected by a majority vote of the Board to serve until the next annual meeting of the members; ( b) for the President Elect, the Vice President and for Directors whose remaining term is greater than one year, the President shall require the Nominating Committee to nominate a slate of candidates, as provided in Article IV, Section 2, hereof. The ballot will be mailed to the membership within four weeks of when the vacancy’s occurring and, to be valid, ballots must be returned to the Executive Director within six weeks of the mailing. Persons thus elected shall serve for the remaining term and a President Elect or Vice President so elected shall follow the normal path of succession to the Presidency; (c) for the positions of Secretary and Treasurer where the vacancy occurs after the normal annual ballot has been mailed and where the incumbent was the only nominee on the ballot, a special ballot shall be prepared. Terms and conditions for this ballot will be as in subsection (b) above.
Regular Meetings: The Board of Directors shall have at least two meetings each year, one in conjunction with the annual membership meeting.
Special Meetings: Special meetings of the Board of Directors may be actual or electronic and may be called at any time by the Chair of the Board or by a majority of the members of the Board.
Notice of Meetings: Each member shall receive notice of meetings with adequate lead time to make arrangements to participate. Such notices shall specify the place, day, and hour of the meeting and the general nature of the business to be transacted. Whenever a meeting of the Board of Directors is to be continued on another day, it shall not be necessary to give any notice of the continuation meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such continuation is decided upon.
Organization of Board Meeting: At all meetings of the Board of Directors, the President of the Council, or in the absence of the President, the President Elect, or in the absence of the President and the President Elect, the Vice President of the Council, a Temporary Chair chosen by a majority of the members present at an actual meeting or participating in a special telephonic meeting, shall act as Chair of such meeting and preside thereat. The Secretary shall act as Secretary at all meetings of the Board of Directors. In the absence from any such meeting of the Secretary, the Chair may appoint any person to act as Secretary of the meeting. A copy of the minutes of all meetings shall be supplied to each member of the Board.
Quorum, Manner of Acting and Adjournment: At all actual meetings of the Board of Directors, the presence of a majority of the members then serving pursuant to law shall be necessary to constitute a quorum for the transaction of business. At each special telephonic meeting of the Board of Directors, the participation of a majority of the members then serving pursuant to law shall be necessary to constitute a quorum for the transaction of business. Except as otherwise specifically provided by statute, the Articles of Incorporation, or these Bylaws, the acts of a majority of the members present at a meeting at which a quorum is present, or participating in a special telephonic meeting in which a quorum is participating, shall be the acts of the Board of Directors. A member of the Board who is present at a meeting of the Board of Directors or participating in a special telephonic meeting of the Board of Directors, but who is required to abstain from participation in the vote upon any matter whether he/she remains in the meeting or withdraws there from during the vote, may be counted for purposes of determining whether or not a quorum is present or participating and, if a quorum is present or participating, the acts with respect to any such matter of a majority of the directors present or participating who are not required to abstain shall be the acts of the Board of Directors. A majority of the members present at or participating in any meeting, whether or not they shall constitute a quorum, may adjourn the meeting.