Bylaws

Article First

Officers and Directors

Section 1. A Founding President shall be elected by a majority vote of the ballots cast at the first annual meeting of the Society and shall serve for a term of one year. The Founding President shall retain the title of Founding President following completion of this one-year term of office. During the year in office, the Founding President shall serve in the role of the Immediate Past-President.

Section 2. A President shall be elected by a majority vote of the ballots cast at the first annual meeting of the Society and shall serve for a term of one year. The President, after serving one year, shall be designated Immediate Past-President for one year. The President shall preside at all meetings of the Society.

Section 3. The Vice-President shall become the President of the Society after serving one year as Vice-President. The Vice-President shall serve in the absence of the President. The Vice-President shall be elected by a majority vote of the ballots cast and cannot be reelected for at least one year after serving as Immediate Past-President.

Section 4. There shall be a Secretary of the Society who shall be elected by a majority vote of the ballots cast, who shall serve for a term of two years and shall be eligible for election to an additional term. The Secretary shall have custody of the records of the Society, shall keep the minutes of the meetings of the Society and of the Board of Directors, and shall notify members of all meetings of the Society.

Section 5. There shall be a Treasurer of the Society who shall be elected by a majority vote of the ballots cast, who shall serve for a term of two years and shall be eligible for election to an additional term. For the year in which this Section shall first be in effect, the Treasurer shall serve for one year.

Section 6. There shall be a Board of Directors consisting of five Officers and six Directors to be elected by a plurality vote of the ballots cast for a term of two years. In the first year that this section will be in effect, one Director shall be elected for a short term of one year, and three Directors shall be elected for a term of two years. Annually thereafter, three Directors shall be elected for a term of two years. Directors shall be eligible for reelection to an additional term. After serving two consecutive terms, Directors shall be eligible for reelection only after a lapse of one year. The five additional members of the Board of Directors shall consist of the President, the Immediate Past-President, the Vice-President, the Secretary and the Treasurer.

The general management of the affairs of the Society shall be vested in the Board of Directors. The fostering of high professional standards shall be encouraged by the Board which, for such purposes, may establish, implement and maintain such programs for education, training and/or certification as the Board deems appropriate.

In addition to its other powers, the Board of Directors may employ such persons as it deems necessary, and upon such terms and at such salaries as the Board of Directors shall determine. This includes the position of Executive Director. Officers and Committees may, with the approval of the Board of Directors, designate duties or responsibilities to the Executive Director, notwithstanding that such duties or responsibilities may be assigned to the delegating Officers or Committees under the Bylaws. It shall be the right of the appropriate Officers, Directors or Committees, with approval of the Board of Directors, to terminate at any time, the agreement(s) whereby designated duties or responsibilities are assigned to the Executive Director.

Section 7. Ballots for Officers or Directors to be elected in any year shall be transmitted by the Secretary (or representative) to the Active membership in October of each year, in which shall be set forth the names and accompanying biographic data of the candidates nominated by the Nominating Committee; in addition, one (1) space shall be provided for a write in candidate for each office to be filled. Candidates nominated by the Nominating Committee shall be entered for balloting only with their own consent. Completed ballots returned to the Secretary (or representative) shall be valid if received on or before the date specified on the ballot, but not more than thirty days following the date of transmission. The President and Secretary shall review and confirm the results. In the case of a tie, the President shall call a meeting of the Board of Directors 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. The results of balloting and of the Board of Directors' resolution of any tie shall be returned to the Secretary and announced to the membership as described in Section 8.

Section 8. Officers or Directors shall begin their terms of office on 1 January. Election results shall be announced to the membership by 1 January.

Section 9. Only Active members of the Society are eligible for election as Officers or Directors. Officers and Directors are limited to holding one nationally elected position at a time. This will not preclude them from running for a different office, but if elected, they are required to relinquish one of their positions. Holding a national office will not preclude any member of also holding elected chapter office. With the exception of Vice-President, elected Officers and Directors may not be reelected to the same office without a time lapse of at least one year after serving two consecutive terms.

Section 10. Each Officer and Director shall attend diligently to the duties of his or her office.

In the event that any Officer or Director elected under the provisions of Article First, except as noted in Section 3 above, shall become unable, whether by reason of health, incapacity, or otherwise, to perform the normal duties of his or her office and such inability has continued over a period of at least two months, the Board of Directors may, by majority vote, designate responsibilities of such office until further action by the Board of Directors or until the next election for said office, whichever shall first occur.

Any Officer of Director who fails to attend three consecutive meetings may by removed during the
90 day period immediately following such failure by a two-thirds vote of the other Directors present at any meeting at which such action is considered.

Any Officer or Director may be removed for cause by a two-thirds vote of the other Directors during the 60 day period following any meeting of the Directors at which a statement has been submitted by any Director summarizing the acts or neglect alleged to constitute such cause, a copy thereof having been furnished to the affected Officer or Director prior to such meeting.
 

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