Administration of the Society
Section 1. Control and Administration of the Society – The control and administration of the Society affairs shall be vested in the Board of Directors. Section 2. Election – The terms of office of the officers and the councilors shall commence on the first day of January following their election or appointment.
Section 3. Powers –
a. The Board of Directors shall determine the nature and conduct of the meetings, establish policies of the Society, be custodian of the funds of the Society, and shall conduct other business of the Society.
b. The Executive Committee Members of the Society shall be empowered to act for the Board of Directors on all decisions except those committing the Society to a binding contract or the expenditures of funds over a limit set by the Board of Directors, if it is necessary to have such actions when the Board of Directors is not available. If the Officers meet and take such actions, they shall provide a full report to the Board of Directors on the meeting activities and any actions no later than at the next meeting of the Board of Directors.
Section 4. Meetings – The Board of Directors may meet in person or via conference call at times and places set by the President. Meetings of the Board of Directors shall also be called by the Secretary upon the written request of four members of the Board of Directors Notice of such meetings must be made to all members of the Board of Directors thirty (30) days prior to the date of the meeting. The Board of Directors may request other individuals to participate in its meetings for information and consultation. The President, or his/her designee, shall chair all meetings of the Board of Directors.
Section 5. Quorum – At all meetings of the Board of Directors, a majority of the voting members thereof shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the voting members present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by law.
Section 6. Contracts and Services – The Board of Directors of the Society may be interested directly or indirectly in any contract relating to the operations conducted by the Society or in any contract for furnishing supplies thereto, and no transaction entered into by the Society shall be affected by the fact that the Board of Directors members were personally interested in it. Every Board of Directors member is hereby relieved from any disability resulting from holding such office that might otherwise prevent her/his contracting with the Society for the benefit of her/himself or of any firm, association, or corporation in which s/he has any interest, provided that such information is revealed to the Board of Directors.
Section 7. Compensation – Board of Directors and ad hoc or standing committee members, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, expenses, if any, may be allowed for participation at each regular or special meeting of the Board of Directors, ad hoc, or standing committee; provided that the Board of Directors shall have power at its discretion to contract for and to pay to Board of Directors members rendering unusual or exceptional services to the Society special compensation appropriate to the value of such services.
Section 8. Contracts – The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officers, agent, or agents, to enter into any contract to execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have power or authority to bind the Society by a contract or engagement or to pledge its credit or render it liable pecuniary for any purpose or to any amount.
Section 9. Association Management Firm – The Association Management Firm is a paid position(s) with contract terms established by the elected Board of Directors The Association Management Firm is hired by and reports to the Board of Directors. The Association Management Firm performs such duties as described in the contract approved by the Board of Directors The Association Management Firm does not have a vote in Society elections nor on the Board of Directors. The Board of Directors and the Executive Committee reserves the right to hold meetings in executive session where the Association Management Firm is not in attendance in which case the Secretary will take over the duties of recording minutes on issues discussed at said meetings.
