§ 5.01. Powers.
- (a) The executive board shall manage the affairs of the association consistent with the Act and other law, the articles of incorporation, and these bylaws, along with actions taken at annual and special meetings.
- (b) The executive board may authorize any officer or officers, agent or agents of the association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
- (c) The executive board may accept on behalf of the association any contribution, gift, bequest, or devise for the general purposes, or for any special purposes, of the association.
- (d) The treasurer may sign checks or authorize electronic payments on behalf of the executive board, provided that any check drawn or electronic payment authorized in excess of five hundred United States dollars must be approved in advance in writing by the president.
§ 5.02. Members.
- (a) The executive board shall consist of the five elective officers.
- (b) The executive board shall serve as the association’s board of directors.
§ 5.03. Qualifications.
- Members of the executive board must be active members.
§ 5.04. Elections.
- (a) Board members shall be elected at the annual meeting.
- (b) Board members shall be elected by secret ballot, except when there is only one candidate for an office, the chair shall call for election of the candidate by acclamation.
- (c) When there are two or more candidates for an office, a majority vote shall constitute an election.
- (d) If no candidate has a majority, a run-off election shall be held between those two candidates who receive the largest number of votes.
§ 5.05. Term.
- (a) Board members shall serve for a term that begins at the close of the annual meeting at which they were elected and continues until the close of the annual meeting following that election.
- (b) Despite the expiration of a board member’s term, the board member continues in office until a successor is elected or appointed.
§ 5.06. Resignation.
- (a) A board member other than the secretary may resign at any time by written notice delivered to the secretary.
- (b) The secretary may resign at any time by written notice delivered to the president.
- (c) A resignation is effective when the notice is delivered unless the notice specifies a future date.
- (d) A pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
§ 5.07. Meetings.
- (a) An annual meeting of the executive board shall be held without other notice than this section, immediately after, and at the same place, as the annual meeting.
- (b) The executive board shall conduct additional regular meetings at such time and place and in such manner as may be directed by the president or upon the request of a majority of the executive board. No notice of regular executive board meetings is required other than a notice from the president or a board resolution stating the time and place of the meeting.
- Board members may participate in and act at any executive board meeting through the use of a conference telephone or other communications equipment by means of which all board members participating in the meeting may communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the board members so participating.
- (d) All meetings of the executive board shall be open to all members.
§ 5.08. Quorum.
- (a) A majority of the board members then in office shall constitute a quorum; provided, that in no event shall a quorum consist of less than one-third of the board members then in office.
- (b) The act of the majority of the board members present at a meeting at which a quorum is present shall be the act of the executive board.
§ 5.09. [Repealed].
§ 5.10. Proxy votes.
- No board member may act by proxy on any matter.
§ 5.11. Notice of special meetings.
- (a) The secretary shall deliver, either personally, by electronic mail, or by postal mail, written notice of the place, day, and hour of a special executive board meeting to all board members not less than ten days before the date of the meeting.
- (b) If mailed by post, the notice of a special executive board meeting is deemed to be delivered when deposited in the United States or Canadian mail addressed to the board member at the member’s address as it appears on the records of the association, with first class postage prepaid. If provided by electronic mail, the notice of a special executive board meeting is deemed delivered when the notice is sent to the board member’s electronic mail address as it appears on the records of the association.
- (c) Neither the business to be transacted at, nor the purpose of, any special executive board meeting need be specified in the notice or waiver of notice of such meeting.
- (d) Attendance of an board member shall constitute a waiver of notice of such meeting except when a board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
§ 5.12. Vacancies.
- If a position on the executive board becomes vacant, except the office of president, the remaining board members shall choose an active member to fill the vacancy for the unexpired part of the term.
§ 5.13. Removal of board member.
- (a) One or more of the board members may be removed, with or without cause.
- (b) A board member may be removed by action of two-thirds of the voting members.
- (c) No board member shall be removed at an annual or special meeting of the voting members unless the written notice of such meeting is delivered to all voting members.
- (d) Such notice shall state that a purpose of the meeting is to vote on the removal of one or more board members named in the notice.
- (e) Only the named board member or members may be removed at such meeting.
§ 5.14. Informal action by board members.
- (a) Any action required by the Act to be taken at an executive board meeting, or any other action that may be taken at an executive board meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the board members.
- (b) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more board members.
- (c) All the approvals evidencing the consent shall be delivered to the secretary to be filed in the association’s records.
- (d) The action shall be effective when all the board members have approved the consent unless the consent specifies a different effective date.
- (e) Any such consent signed by all the board members shall have the same effect as a unanimous vote.
§ 5.15. Compensation.
- Board members shall not receive any compensation other than reimbursement for actual expenses.
§ 5.16. Consultants.
- (a) Past presidents who are current members may serve as consultants to the executive board without benefit of a vote.
- (b) Past presidents serving as consultants may not act on behalf of the association or bind it to any action, but may make recommendations to the executive board.
Adopted: 18 Nov 1967; Last Amended: 13 Oct 2013