Section 5.01, Number and Qualifications. The business and affairs of the Association shall be managed by a Board of Directors, all of whom are Association members in good standing. The number of Directors which shall constitute the whole Board of Directors shall be no less than 9 and no greater than 12 (inclusive of the Chair, Chair-elect, and Secretary/Treasurer). The Leadership Development Committee shall craft an annual slate of candidates with particular attention given to organizational diversity, leadership competencies, and organizational mission. Upon approval of these Bylaws, the current Board members shall complete their respective terms and new members shall be elected in their place in accordance with the process described herein. The executive director/CEO is a non-voting ex officio member of the Board of Directors and may or may not be a member of the Association.
Section 5.02, Classes of Directors, Term and Election. The term of each Director, other than an ex-officio director, shall be three (3) years. The Directors shall be divided into three approximately equal classes, with the members of one class being elected each year, as their terms expire. Each Director shall be elected by the membership to serve until such Director’s successor shall be elected and shall qualify or until such Director’s earlier resignation, removal from office, or death. Members of the Board of Directors, other than an ex-officio Director, may serve a maximum of two (2) consecutive full terms plus any time served in any unexpired term, after which they shall rotate off the Board for a minimum period of five (5) years. After such five (5) -year period, they shall be eligible for re-election.
Section 5.03, Vacancies. If the office of any Director or Directors becomes vacant by reason of death, resignation, retirement, disqualification, or otherwise, the remaining Directors shall continue to act. The Board may appoint an interim member until the expiration of that director’s term.
Section 5.04, Place of Meetings. Meetings of the Board of Directors, annual, regular, or special, may be held either within or without the State.
Section 5.05, Meetings. Annual, regular and special meetings of the Board of Directors for transaction of Association business as may properly come before the Board may be held at such time and place as shall be determined by the Board.
Section 5.06, Special Meetings. Special meetings of the Board of Directors may be called by the Chair, Chair-elect or the Secretary/treasurer and shall be called by the Chair or the Secretary in like manner upon the written request of any five (5) Directors. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be confined to those items specified in the notice or waiver of notice of the meeting.
Section 5.07, Notice of Meetings. Written notice stating the place, day and hour of the meeting shall be given to each Director not less than ten (10) nor more than sixty (60) days before the date of any annual or regular meeting and not less than two (2) nor more than ten (10) days before the date of any special meeting.
Section 5.08, Quorum and Voting. At all meetings of the Board, a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act or by the Articles of Incorporation or by the Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.
Section 5.09, Proxy Voting by Directors. Proxy voting is not allowed.
Section 5.10, Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any commission or committee thereof may be taken without a meeting if written consent, setting forth the action so taken, shall be unanimous and confirmed in the minutes at the next meeting of the Board of Directors, and if applicable, any commission or committee thereof.
Section 5.11, Virtual Meeting. Members of the Board of Directors may, by means of conference telephone, video or similar communications equipment that allows all persons participating in the meeting to simultaneously hear each other during the meeting, conduct an official meeting of the Board of Directors.
Section 5.12. Removal from Office. Any Director may be removed from office if not in compliance with Section 5.01 or for reasons related to fulfillment of the duties of their office including but not limited to dereliction of duty or excessive absence by a 3/4 vote of the Board.