Constitution & Bylaws
Article VI - Officers
1) Roster of Officers
The Association shall have a President, Vice President, Executive Director of the Board of Directors, Secretary, and Treasurer. The Association may have, at the discretion of the Board of Directors, such other officers as may be appointed by the Directors.
(2) Election, Terms, and Removal of Officers
A. All officer positions will be filled by vote of the Board of Directors, and anyone duly elected to the Board of Directors by the membership is eligible to hold any officer position, other than the Executive Director position, which shall be filled by the immediate past President of the Association. Directors interested in serving as an officer must state their interest to the President and Secretary. Nominations for officer may be made by the person willing to serve as an officer or by any other Director and must be seconded by at least one other member of the Board of Directors. Election of all officer positions shall be by majority vote and will be held by secret ballot at the Board of Directors meeting held during the Annual Conference and Trade Show. The new officers will be presented at the Annual Business Meeting to the general body membership.
B. The President and the Executive Director each shall serve two-year terms, and all other officers shall serve one-year terms. Any officer may be re-elected to the same office or any office, which he or she has previously held, except that no person can serve as President for two consecutive terms or as Executive Director for two consecutive terms. In the event the President is elected for a second consecutive one-year term, the Executive Director also shall serve for a second consecutive one-year term.
C. The Board of Directors may remove any officer or agent whenever in its judgment the best interest of the Association will be served, thereby, such removal shall be without prejudice. Removal may be effected by a majority of the entire Board of Directors.
(3) Vacancies
If a vacancy occurs during the term of office for any elected officer, the Board of Directors shall elect a new officer to fill the remainder of the term as soon as practical, by majority vote at a regular or special meeting of the Board of Directors, or by written consent.
(4) President
The President shall be the principal officer of the Association and shall preside at all meetings of the Association and of the Board of Directors. In the absence of the President, the Vice President will preside. In the absence of the President and the Vice President, the Executive Director will preside. The President will direct and perform all duties incident to such office and such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors.
(5) Vice President
The Vice President shall assist the President in the discharge of the duties of the office as the President may direct, and perform such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall assume the duties of the President and when so acting, shall have the powers of and be subject to all restrictions upon the President. The Vice President will serve as the Chair of the Conference and Trade Show Committee, unless agreement is reached between the President and the Vice President that another Board member is better suited to serve as the Chair of the Annual Conference and Trade Show Committee.
(6) Executive Director
The Executive Director shall be the immediate past President of the Association. The Executive Director shall be responsible for keeping the Certificate of Formation and Bylaws and amendments thereto, and shall be a member and the Chair of the Elections Committee. The Executive Director shall direct and perform such other duties as may be provided in the Certificate of Formation or these Bylaws or as may be prescribed from time to time by the Board of Directors.
(7) Secretary
The Secretary shall be responsible for keeping all Association records as well as the minutes of the official meetings of the Association and the Board of Directors. The Secretary shall be responsible for Association correspondence and shall receive a copy of all correspondence received or written by any member of the Board of Directors on behalf of the Association. The Secretary will perform such other duties as may be required by law, as may be provided in the Certificate of Formation or these Bylaws, or as may be prescribed from time to time by the Board of Directors.
(8) Treasurer
The Treasurer shall collect, have custody of and be responsible for all monies due the Association and will prepare financial statements as required by the Board, by law, and by the Certificate of Formation and these Bylaws. The Treasurer also shall be responsible for the timely filing of all federal, state, and local tax returns and information returns that the Association is required to file by law. The Treasurer will perform such other duties as may be required by law, as may be provided in the Certificate of Formation or these Bylaws, or as may be prescribed from time to time by the Board of Directors. The Treasurer shall pay all bills when approved by the Board of Directors, President, Vice President and/or Executive Director. The Treasurer shall forward a statement of dues to each member sixty (60) days in advance of the end of the fiscal year and shall make an annual financial statement to the Board of Directors.
(9) Signing Authority
Each of the President, Vice President, Executive Director, Treasurer and Secretary shall be an authorized signatory of each checking, savings and investment account of the Association. The amount and/or number of checks that may be signed by such officers shall be subject to limits as may be established by the Board of Directors.