Governance

Bylaws

ARTICLE III: OFFICERS, DIRECTORS AND OFFICIAL STAFF

Section 1.
Positions, Qualifications and Terms

1. Positions
   1. The officers shall be the Chair, First Vice Chair and Second Vice Chair as stated in the Constitution. No person shall hold more than one officer position at the same time.
   2. From time to time, the Chair shall fix a number between seven and 10 as the number of non-officer Directors. A reduction by the Board in the number of Directors shall not reduce the term of any Director then in office. The Chair shall appoint all Directors. From the date that the results of the Officers' elections are distributed to the membership through June 30 of the same year, the incoming Chair may fix the number of Directors and appoint new Directors, to take effect on July 1. After the Chair or incoming Chair has notified the President and Chief Executive Officer of the appointment of a Director, the Director shall receive notice for any future meetings of the Board, notwithstanding that the Director's appointment is not yet effective.
   3. The official staff shall consist of the President and Chief Executive Officer (Ex-Officio) and Secretary.
   4. The Chair shall invite the Immediate Past Chair to attend meetings of the Board of Directors, with the right to speak and make motions but not to vote.
2. Qualifications. All officers, Directors and official staff shall be over 18 years of age. As stated in Article I of these Bylaws, professional, associate, retired, young professional and Fellow members may serve as officers. All Officers, Directors, and the President and Chief Executive Officer shall be members of the association in good standing.
3. Terms
   1. Officers shall serve for a one-year term commencing on July 1 and continuing through June 30 and until their successors are elected and qualified, or until their earlier resignations or removals. No member shall be eligible to serve more than two consecutive terms in the same office.
   2. Directors shall serve for a three-year fixed term commencing on July 1 and continuing through the third June 30 after their appointment and until their successors are appointed and qualified, or until their earlier resignations or removals. On an exception basis, Directors may be appointed for a term of less than three years.

Section 2.
Officer Election Procedure
Nominating Committee Procedures:

1. The Nominating Committee shall make one or more nominations for each elected office and submit its nominations to the President and Chief Executive Officer by March 1.
2. Nomination Process: The Officers shall be elected by the membership. Only those candidates for office who are nominated in accordance with the procedures outlined in this Article, by the Nominating Committee or by petition, shall be deemed eligible for election. All nominees must submit to the President and Chief Executive Officer by March 16, a signed statement consenting to candidacy and agreeing to serve if elected.
3. Petition Process: A candidate may be nominated by petition signed by at least 30 association members. The required signatures must be from members of at least three different association components. A petition must be submitted to the President and Chief Executive Officer by March 16.
4. Balloting Process: The President and Chief Executive Officer shall submit a ballot, containing the names of those candidates nominated by the Nominating Committee and those nominated by petition, to all members in good standing by April 1. The ballot shall list the name, title and address of each candidate, a brief statement by each candidate (the specific requirements of which may be determined by the Board) and a notification indicating whether the candidate's nomination was by the Nominating Committee or petition.

Section 3.
Vacancies
In the event of a vacancy in the office of Chair, the First Vice Chair shall succeed the Chair for the remainder of the Chair's term. In the event of a vacancy in the office of First Vice Chair, the Second Vice Chair shall succeed the First Vice Chair for the remainder of the First Vice Chair's term. A vacancy in the office of Second Vice Chair shall be filled by a member of the Board of Directors, selected by a majority vote of the Board of Directors, even if the remaining members of the Board constitute less than a quorum, for the remainder of the Second Vice Chair's term. No advance notice shall be necessary for filling a vacancy in the office of Second Vice Chair at a regular meeting of the Board. A vacancy in a Director's position shall be filled by appointment by the Chair for the remainder of the replaced Director's term.

Section 4.
Chair
The Chair is the Chairman of the Board of Directors. The Chair shall preside over all meetings of the Executive Committee, Board of Directors and House of Delegates; have oversight for the business of the association; ensure that all directives, resolutions, adopted procedures, and policies of the Board of Directors and Executive Committee are put into effect; monitor the activities of the association's President and Chief Executive Officer. The Chair may designate a parliamentarian to assist at any meeting.

Section 5.
First Vice Chair
The First Vice Chair shall preside over meetings when the Chair is absent.

Section 6.
Second Vice Chair
The Second Vice Chair shall preside over meetings when both the Chair and First Vice Chair are absent.

Section 7.
President and Chief Executive Officer

1. General duties. The Board of Directors shall employ a President and Chief Executive Officer. The President and Chief Executive Officer's roles and responsibilities are for overall responsibility for directing, managing and conducting the business of the association, subject to the Articles of Incorporation, the Constitution, these Bylaws and the policy decisions of the Board of Directors. Unless otherwise stated or unless such duties are in the nature of policy making, all duties imposed on the association by law, the Articles of Incorporation, the Constitution and these Bylaws shall be duties of the President and Chief Executive Officer, including, but not limited to, the power to:
   1. approve, revise and authorize use of copyrights and trademarks;
   2. adopt guidelines for supervision of the activities of association staff; and
   3. determine the date and location of the association's annual conference at least 180 days in advance.
2. Specific duties. The President and Chief Executive Officer shall attend all regular meetings of the House of Delegates, Board of Directors and Executive Committee. The President and Chief Executive Officer shall prepare an annual budget for presentation to the Finance Committee and Board of Directors. Unless otherwise provided, the President and Chief Executive Officer shall provide all notices required by law, the Constitution, and these Bylaws and receive all communications addressed to the association. The President and Chief Executive Officer shall maintain a record with all current policies and procedures adopted by the Board and shall distribute copies of the record to any member, regardless of membership class, upon request and payment of a fee to cover the cost of duplication, processing and delivery.
3. Delegation. Any duty assigned to the President and Chief Executive Officer by law, the Constitution, these Bylaws, Board policies, adopted procedures or directives may be delegated by the Board or the President and Chief Executive Officer to a member of the association staff. When there is no President and Chief Executive Officer in office, the powers and duties of the President and Chief Executive Officer shall rest with the Executive Committee, which may delegate some or all of such powers and duties to an acting President and Chief Executive Officer.

Section 8.
Secretary
The President and Chief Executive Officer shall, with the approval of the Board, appoint a corporate Secretary, who may be a member of the association staff. The Secretary shall maintain the association's corporate records and perform the obligations of a corporate Secretary required by law. The President and Chief Executive Officer may appoint a recording secretary for meetings of the Executive Committee, Board of Directors and House of Delegates.

Section 9.
General duties
In addition to those duties detailed in these Bylaws, the Officers, Directors and official staff shall perform such additional duties as prescribed by law, the Constitution and the Board's policies, adopted procedures, and directives, and such customary duties as detailed in the association's adopted parliamentary authority.

Section 10.
Discipline

1. The Board of Directors may subject an Officer or Director to discipline, including but not limited to suspension, but not to include removal from office, for cause, after affording the officer or Director notice and the opportunity to be heard.
   An elected Officer only may be removed from office for cause, following the removal procedure prescribed in the association's adopted parliamentary authority as modified by these Bylaws. The Ethics Committee shall investigate and prosecute charges against the Officer, with a hearing on such charges to take place before the disinterested members of the Board. If the Board votes by a two-thirds vote to recommend removal of the Officer, it shall submit the question of removal to all members in good standing for a vote without a meeting as provided in the Constitution. The Officer shall be removed only by a majority of those members voting.
2. A Director only shall be removed from office for cause by a two-thirds vote by the Board of Directors, after affording the Director notice and the opportunity to be heard.
3. The President and Chief Executive Officer and the Secretary shall serve at the pleasure of the Board of Directors and may be removed from office by the Board with or without cause. The Board's authority to remove the President and Chief Executive Officer from office shall be without prejudice to his or her contract rights as an employee of the association.