Constitution & Bylaws     

Article VII - Board of Directors

Section 1 - General

The governing body of the Association shall be the Board of Directors, which shall have the full power to do any and all things necessary or desirable in conducting the business of the Association within the limitations of the Constitution and Bylaws. The Board of Directors shall consist of eleven members, elected by the regular and affiliate members at the annual meeting; the President, Vice President, Executive Director, Secretary, Treasurer, and six At-Large Directors elected from among the regular and affiliate members.

At any time that a member of the Board of Directors is unable to complete their term, the Board shall appoint a Director to take their place.

Section 2 - Election of Board Members

The Secretary shall notify and provide a list of all Regular and Affiliate members in good standing to the Chair of the Nominating Committee at least ninety days in advance of elections conducted at the annual business meeting. The Secretary shall mail or print in the newsletter the report of the Nominating Committee to all regular and affiliate members at least sixty days before the annual business meeting. Additional candidates may be nominated by the written endorsement of five or more voting members in good standing when accompanied by the written acceptance of the nomination of a candidate. Written nominations may be accepted when received by the Secretary not less than forty days before the annual business meeting. A notice of additional nominees will be printed in the newsletter or mailed to the voting members before the annual business meeting.

Voting will be conducted by voice vote during the annual business meeting. In case of a tie vote, the tie vote shall be broken by a vote of all regular members in attendance at the annual business meeting and with only the tied nominees considered.

Section 3 - Rights and Privileges of the Board of Directors

Each member of the Board of Directors is entitled to one vote on any item of business brought before the Board. In case of absence, a Director may arrange for a proxy vote. The Board of Directors may instruct the Secretary to canvas the voting members, by providing a ballot in the newsletter, by mail or on the website, regarding any issue, as the Board deems necessary.

Section 4 - Duties and Powers

The Board of Directors shall, in addition to the function designated to it in the Constitution and Bylaws, perform such duties as the Association as are usual and are not otherwise regulated by the Constitution and Bylaws.

Section 5 - Meetings and Quorum

The Board of Directors shall meet as often as it deems necessary but not less than once per year. The time and place of the annual Board of Directors meetings shall be fixed by the Board. Special meetings may be called by the President or by a majority of the Directors. Six members shall constitute a quorum but in no case shall a motion carry unless there are at least four affirmative votes unless the action is the removal of any officer or agent as defined by Article VI Section 2.

Reasonable notice of all Board meetings shall be given by the President. Whenever possible, the business to be brought before the Board shall be previously announced in the form of an agenda.

Section 6 - Audit of Fiscal Record

The Board of Directors shall have an audit of the financial records and accounts of the Association and prepare an annual financial report. The audit shall be completed within 60 days after the annual business meeting. The report shall be presented and approved at the next Board of Directors meeting.

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