Board of Directors
Section 1. Composition of the Board of Directors – The Board of Directors of the Society (hereafter referred to as the Board of Directors) shall be a President, President-Elect (when filled), Past-President (when filled), Secretary, Treasurer, Treasurer-Elect (when filled), nine councilors, and two student councilors. The Executive Committee of the Society shall be the President, President-Elect, Past-President, Secretary, Treasurer, and Treasurer-Elect.
Section 2. Election and Qualification – The Board of Directors of the Society shall be members of the Society (regular, student, emeritus, and other special membership classes as designated by the Board of Directors), elected individually by majority vote of the members voting through a secure electronic ballot process approved by the Board of Directors.
a. The President shall serve for two years. At the end of this term, the President shall automatically assume the office of Past-President and serve in that capacity for one year.
b. The President-Elect shall be elected in odd-numbered years. The President-Elect shall serve on the Board of Directors for one year prior to becoming President. The President-Elect shall automatically assume the office of the President at the end of a regular term of office of the President or at any time the office of the President becomes vacant. In the latter instance she/he may succeed her/himself as President the following term.
c. The Secretary shall be elected in even-numbered years and shall serve for a period of two years, and is eligible to succeed herself/himself.
d. The Treasurer shall serve for a period of two years.
e. The Treasurer-Elect shall be elected in even-numbered years and serve on the Board of Directors for one year prior to becoming Treasurer. The Treasurer-Elect shall automatically assume the office Treasurer at the end of a regular term of office of the Treasurer or if the office of Treasurer becomes vacant. In the latter instance she/he may succeed her/himself as Treasurer the following term.
f. Councilors, with the exception of the Student Councilors, shall be elected and serve for staggered terms of three years and shall be eligible to succeed herself/himself for a second three year term. If a Councilor has served two consecutive terms, he/she shall not be eligible for re-election for one year after completing their second term in that office. One new councilor will be elected each year for each of the three sectors representing the Government, Academic, and non-governmental organization (NGO)/Private Sector categories. There shall be two Student Councilors who shall serve for two years. One Student Councilor will be elected each year so that the Student Councilors serve staggered terms of two years. The categories are as follows:
- Government Councilors shall be elected from federal, state or provincial, or local government agencies or organizations.
- Academic Councilors shall be elected from public or private academic institutions.
- NGO/Private Sector Councilors shall be elected from business or commercial organizations, not-for-profit organizations, or other non-governmental and nonacademic institutions or organizations.
- Student Councilors shall be enrolled students in an undergraduate or graduate program at an accredited university or college. The Student Councilors shall also serve as members of the Student/New Researcher Committee.
Members of the Board of Directors shall be elected individually by majority vote of the members voting by a secure electronic ballot process approved by the Board of Directors. In the event of a tie vote, the President shall call a meeting of the Board of Directors of the Society within 14 days after the close of balloting and the tie shall be resolved in favor of one of the candidates involved in the tie by majority vote of the Board of Directors.
Section 3. Duties – The Officers of the Society shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by the Bylaws or by the Society.
a. The President shall be Chair of the Board of Directors, Vice-Chair of the Finance Committee in his/her second year of presidency, and an ex-officio member of all other committees. The President, or his/her designee shall oversee the activities of the Association Management Firm and report to the Board of Directors.
b. The President-Elect shall be a member of the General Scientific Meetings Committee.
c. The Secretary shall make arrangements for Board of Directors Meetings (as provided in Article VI, Section 4) and General Membership Business Meetings (as provided in Article IV, Section 2). This may be done with the assistance of the Association Management Firm. At meetings of the Board of Directors, the Secretary, or the Association Management Firm, shall maintain and take the roll of voting members and assess a quorum; take and provide minutes; report on action items; and receive and forward reports to and from committees including status reports from the Membership Committee. The Secretary shall review, revise, and approve minutes for the Board of Directors and Executive Committee meetings before these are distributed to the Board of Directors.
d. The Treasurer shall report on the current financial status of the Society once each quarter at a Board of Directors Meeting. The Treasurer shall serve as chair of the Finance Committee, and pursuant to the obligations of the Board of Directors to report to the general membership stipulated in Article X, shall, with the assistance and approval of the Finance Committee, prepare and submit to the Board of Directors annually a balance sheet and financial statement for the past year and an estimate of the probable income and expenditures of the Society for the ensuing year. In years in which a General Membership Business Meeting is held, these documents shall be submitted sufficiently in advance to allow prior consideration and approval by the Board of Directors. Following his/her term(s) as Treasurer, the immediate past Treasurer will serve one additional year as a member of the Finance Committee.
e. The Treasurer-Elect shall serve as a member of the Finance Committee. The Treasurer-Elect will work with the Treasurer, other Board of Directors members, the Association Management Firm, and appropriate committee members to develop an understanding of the society’s finances, budgeting, reporting requirements, and bylaws. The Treasurer-Elect will assist the Treasurer as needed and assume responsibility for financial reporting when the Treasurer is unavailable. The Treasurer-Elect will work with the Treasurer to review/sign contracts as necessary.
f. Officers and Committee Chairs vacating their positions on the Board of Directors shall provide to the Association Management Firm or Secretary, by January 30 following cessation of their term, a listing of all financial or contract records and related items that would be needed for continuing Society operations. The Board of Directors may request copies of these records or items within six months following cessation of the officer’s or chair’s term.
Section 4. Vacancies – If the position of President becomes vacant, the President-Elect shall assume the office. If there is not a President-Elect, the position shall be filled by election of the members of the Society by mail or electronic transmission ballot held within three months of that vacancy occurring. If the position of Secretary becomes vacant it shall be filled by election of the members of the Society by mail or electronic transmission ballot held within three months of that vacancy occurring. If the position of Treasurer becomes vacant, the Treasurer-Elect shall assume the office. If there is not a Treasurer-Elect, the position shall be filled by election of the members of the Society by mail or electronic transmission ballot held within three months of that vacancy occurring. The results from the election shall be tallied within ten business days of the election at which time the individual receiving the majority of votes will assume the vacant office. During the interval while the vacancy exists, the Board of Directors shall designate another voting member of the Society to fill such a vacancy. They may fill the vacant position with one of their own members. In the case that a Councilor position becomes vacant, the position shall be filled by approval and quorum as established by the Executive Committee. A member of the Executive Committee may nominate members for this position and nominee should be approved by the rest of the Executive Committee members. In the case that the Student and New Researchers (S/NR) Councilor position becomes vacant, the Executive Committee shall allow the SNR Committee to nominate a candidate and both the Executive Committee and SNR Committee shall approve the position.
