Description & History

Directors

The business and affairs of the Society shall be conducted and controlled by a Board consisting of 15 to 18 members and/or Associates. Members of the Board shall each hold office until his or her successor has been elected.

The initial 15 Board members shall hold their positions for staggered terms for one to three years commencing in October, 1984, as determined by lots drawn at a meeting of the directors as set forth below:

  1. Five Board members: one (1) year
  2. Five Board members: two (2) years
  3. Five Board members: three (3) years

Thereafter, the seats on the Board shall be numbered from one (1) to eighteen (18) and shall be for staggered terms of three years each so that one-third of the seats are voted upon annually. Effective with the election held in 1995, terms of Directors shall commence on January 1 of the next year following.

To the extent possible, the Board shall reflect a cross-section of the membership.

Upon completion of a term, each director's position shall be filled by election at the next annual meeting of members for a term equal to three years.

Any change in the Board shall be by two-thirds vote of the other members of the Board present and voting. A vacancy on the Board shall be filled for the unexpired term by the remaining members or member of the Board.

The Board shall have the power to do all acts necessary to effectuate the purposes of this Society, subject to the limitations and consistent with the provisions of this Charter and Bylaws and applicable laws and regulations. Eight members shall constitute a quorum. All votes of the Board shall be by a majority vote except as otherwise provided and may be taken with or without a meeting.


Officers

A. The officers of the Society shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer and an Assistant Treasurer appointed by the Board. Additional officers may also be appointed if desired by the Board. Any officer so appointed shall hold office until his successor has been elected and he is qualified to act. Any officer may be removed, with or without cause, by a majority of the members of the Board. If the office of Treasurer becomes vacant, the Assistant Treasurer shall immediately become Treasurer.

The Chairman shall preside at all meetings of the Society and shall be the Chief Executive Officer of the Society.

B. The Treasurer, aided by the Assistant Treasurer, and subject to the control of the Board, shall have general supervision, direction and control of the financial accounts and records of the Society, shall have such other powers and duties as may be prescribed by the Board or by this Charter and Bylaws. The Treasurer is specifically empowered to secure appropriate insurance as is necessary to safeguard the Society, its Board of Directors, officers, and members from exposure to liability. The Treasurer shall make financial reports to the Board as requested.

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