Board of Directors
Section 1. Powers and Duties The Board of Directors shall have general power to control and manage the affairs and property of the Association, and shall have full power, by a majority vote, to adopt rules and regulations governing the action of the Board of Directors, the payment of the monies received by the Association, and to appoint Officers of the Association; provided, however, that fundamental and basic purposes of the Association, as expressed in the Articles of Incorporation, shall not thereby be amended or changed and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any private individual.
Section 2. Number, Qualifications, Election and Term of Office
A) The number of Directors shall be not less than seven (7), the actual number to be fixed by resolution of the Board of Directors. The Board of Directors shall be made up of Directors-at-Large and Regional Directors. Directors-at-Large: No more than half plus one of the Board of Directors shall be nominated and elected as Directors-at-Large, the electorate being the full membership of the Association. Regional Directors: No fewer than half minus one of the Board of Directors shall be nominated and elected as Regional Directors, the electorate for each being limited to those members of the Association residing in the designated Regions. Regional Directors shall be nominated and elected exclusively by members residing within each of three world regions, namely the Americas, Asia/Australia, and Europe. The same number of Regional Directors shall be elected for each Region. Additional or fewer world regions and/or designations of countries within world regions may be fixed, as warranted, by the Board of Directors.
B) The Board of Directors shall be elected by the members of the Association by mail ballot prior to the annual membership meeting. Every two years, half of the Board members shall be elected for terms of four years each. In the event that a valid election does not occur, previously elected Directors shall continue in office until successors have been elected and qualified. No Director shall serve more than two successive terms. Every Director who is in good standing at the end of his or her first term shall have the opportunity to be placed in nomination for the succeeding term. If, in the event and as a result of coincidence of attrition, resignations, and election delays, more than half of the positions on the Board of Directors are to be filled in the same election, then half of the total number of Board members receiving the highest number of votes in the election shall be elected for terms of four years, and the remaining new members shall be elected for terms of two years.
C) Any director may be removed upon written explanation presented to this Director by vote of two-thirds (2/3) of the Board at an annual or special meeting of the Board. Cause of removal will include two unexcused absences from two successive meetings of the Board of Directors.
D) The Secretary of the Association shall request nominations for election to the Board at least four months prior to the annual meeting of the membership. The secretary will request the cooperation of the regional vice-presidents to obtain nominations in their regions. All members who have received at least two nominations and current Board members eligible for reelection shall be contacted to ascertain their willingness to serve. A verified "Statement of Nomination and Willingness to Stand" by the nominators and the nominee shall be submitted to the secretary. The names of all willing nominees shall be presented on a ballot, along with the names of their respective nominators, to be distributed to the general membership at least two months prior to the annual meeting of the membership. Individuals shall be nominated for either regional or at-large director and shall not stand for election for both in the same election.
Section 3. Vacancies Any vacancy in the Board of Directors arising at any time from any cause, including the authorization of an increase in the number of Directors, may be filled for the remainder of the term by vote of a majority of the remaining Directors at any meeting of the Board of Directors. Each Director so elected shall hold office until the next regular election at which time the position shall be filled in the regular manner.
Section 4. Annual Meeting of the Board of Directors: Notice The annual meeting of the Board of Directors shall be held at the principal office of the Association or at such other place as the Board of Directors shall designate at such time as the Board of Directors shall designate. Notice of the time and place of such annual meeting shall be given by the President of the Association by mailing a copy thereof or delivering the same to each Director not less than five (5) or more than thirty (30) days before such annual meeting.
Section 5. Special Meetings of the Board of Directors: Notice Special meetings of the Board of Directors may be held upon the call of the President or any two Directors to be held at the principal office of the Association or at such other place as may be designated in the notice of such meeting. Notice of the time, place, and purpose of any special meeting of the Board of directors shall be given by mailing a copy thereof or delivering the same to each Director at least five (5) days before such meeting.
Section 6. Regular Meetings of the Board of Directors: Notice Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall designate and notice of such regular meetings shall be given one month in advance.
Section 7. Quorum: Adjournments of Meetings At all meetings of the Board of Directors, a majority of the Directors in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may, without giving notice other than by announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. If a quorum is not attained, a conference call or conference-by-mail may be arranged to conduct the business of the Board of Directors.
Section 8. Compensation No Director or officer of the Association shall receive, directly or indirectly any salary, compensation, or emolument therefrom for his or her service as Director or officer; but the Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at the annual meetings and in connection with communication among Board members. Any Director may resign at any time by giving written notice to the President of the Association. Such resignation shall take effect at any time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessarily to make it effective.