Bylaws: Article IV

BOARD OF DIRECTORS (COUNCIL)

SECTION 1. The business and property of the Society shall be managed by a Board of Directors who shall be designated the Council of the Society (the "Council", and each director, a "Councilor").

SECTION 2. The Council shall consist of the President, President-Elect, Immediate Past President, Secretary, and Treasurer of the Society (each as defined in Article V of these bylaws, and collectively, the "Executive Committee") together with nine Councilors-at-Large. The Executive Committee and Councilors-at-Large shall serve without compensation.

SECTION 3. The President, President-Elect, Immediate Past President, Secretary, and Treasurer of the Society shall hold their same respective offices within the Council. They shall be elected to office as described in Article V of these bylaws.

SECTION 4. Councilors-at-Large must be active Members in good standing at the time of their nomination and election and during their term of office.

SECTION 5. Councilors-at-Large shall serve for three year terms and until their successors are elected. The terms of the nine Councilors-at-Large shall be staggered to end at one year intervals, with three Councilors-at-Large elected per year.

SECTION 6. Vacancies amongst the Councilors-at-Large which may occur for any reason shall be filled by a successor appointed by a majority of the Council. Such an appointee shall serve for the remainder of the unexpired term.

SECTION 7. Councilors-at-Large may not succeed themselves without interruption unless they have served less than a full three year term. Under no circumstances may they serve uninterruptedly for six years.

SECTION 8. Regular meetings of the Council shall be held annually during the annual meeting of the Society. Special meetings of the Council may be held at any time or place upon the call of the President or of any three Councilors. Notice of meetings shall be given and must be delivered to each Councilor pursuant to Article XIII of these bylaws not less than fourteen days before such meeting. Meetings may be held at any time or place and without notice if all Councilors are present, or if those not present waive notice thereof in writing, either before or after the meeting. Written notice may be transmitted electronically pursuant to Article XIV of these bylaws.

SECTION 9. A majority of the Council shall constitute a quorum for the transaction of business. Except as set forth in Article IV, Section 10 of these bylaws, actions requiring a vote of the Council shall be approved upon a majority vote of such quorum of the Council.

SECTION 10. An action required or permitted to be taken at any meeting of the Council or of any Committee thereof (See Article VI) may be taken without a meeting if, following written notice of the proposed action to all members of the Council or Committee, each member of the Council or Committee consent thereto in writing . All written consents shall be filed with the minutes of the Council or Committee, as the case may be.  

 

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