Article X - Board of Directors
- Management Vested in Board. The management of the affairs and business of the
Association shall be vested in the Board of Directors.
- Authority. The Board of Directors shall have authority to engage and discharge
employees and agents of the Association, fix salaries, suspend or terminate members,
create committees, conduct trade promotion activities, including advertising, publicity
and public relations, hold and promote trade shows, meetings and conventions at such time
and place as it deems desirable, and do all other things necessary to conduct the business
of the Association in accordance with these Bylaws.
- Meetings. A regular meeting of the Board of Directors shall be held immediately
following the Annual Meeting. The President may, when he deems necessary, or the
Secretary shall, at the request of four Members of the Board, in writing issue a call for
a special meeting of the Board. Ten- (10) days notice shall be required for such
special meetings. Members of the Board of Directors my hold meetings without the
customary notice, provided a waiver of notice signed by all the Members of the Board is
executed before or after such meeting; except that attendance at a meeting without protest
of lack of notice shall constitute waiver of notice. Whenever, in the judgement of
the President, a non-binding mail poll of the Board of Directors is desirable, he may
direct that such a poll be taken. Meetings of the Board of Directors may be held by
conference telephone call.
- Quorum. Six members of the Board of Directors shall constitute a quorum.
- Resignation or Removal. Any Director may resign at any time by giving written
notice to the President, the Secretary or to the Board of Directors. Such
resignation shall take effect at the time specified therein, or, if no time is specified,
at the time of acceptance of the resignation as determined by the President of the Board
of Directors. Any Director may be removed for cause by a majority vote of the Board
of Directors at any regular or special meeting at which a quorum is present.
- Absence. Any Member of the Board of Directors unable to attend a meeting shall, in
a letter addressed to the President or Secretary, state the reason for his or her absence.
If a Director is absent from two consecutive meetings for reasons which the Board
has failed to declare to be sufficient, his resignation shall be deemed to have been
tendered and accepted.
- Vacancies. Any vacancies occurring on the Board of Directors by reason of death,
resignation, or otherwise, may be filled for the un-expired term by a person elected by a
majority vote of the remaining members of the Board of Directors.
- Officers Elected from Board. The Board of Directors shall elect by majority vote,
a President, Vice President, Secretary and Treasurer from among its Members, each of whom
shall serve for the ensuing term of Office as stated in Article IX, Section A.
- Executive Committee. The President, Vice President, Treasurer, and one other
Director elected by majority vote of the Board of Directors shall constitute the Executive
Committee. The Executive Committee shall exercise the powers of the Board of
Directors when the Board of Directors is not in session, of any action taken by reporting
to the Board of Directors at its next succeeding meeting. Three members of the
Executive Committee shall constitute a quorum for the transaction of business.
Meetings of the Executive Committee may be called by the President or by three members of
the Executive Committee.
- Past President. The President, upon relinquishing his office, shall become an
ex-officio member of the Board of Directors for a period of one year, unless his term as
an elected Director has not expired.