Article IIl: Officers, Directors and Official Staff

Section 1.

Positions and Terms

1. Positions.
   1. The officers shall be the Chair, First Vice Chair, and Second Vice Chair, as stated in the Constitution [Art. IV, § 1]. No person shall hold more than one officer position at the same time.
   2. The Chair shall from time to time fix a number between seven and ten 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 President distributes to the membership the results of the Officers’ elections 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 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 Secretary.
2. Qualifications. All officers, Directors, and official staff shall be over eighteen years of age. As stated in the Constitution [Art. IV, § 1], only Professional, Associate, Retired, and Fellow Members may serve as officers. As stated in the Constitution [Art. VI, § 1], all officers, Directors, and the President, shall be members of the Association in good standing.
3. Terms
   1. Officers shall serve for a one-year term commencing on July One and continuing through June Thirty 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 two-year initial term commencing on July One and continuing through the second June Thirty after their appointment and until their successors are appointed and qualified, or until their earlier resignations or removals. If the Chair so notifies a Director before the end of the second year from the time of the Director’s initial appointment, the Director may serve an additional one-year term commencing July One and continuing through June Thirty of the following year and until the Director’s successor is appointed and qualified, or until the Director’s earlier resignation or removal.

      *These Bylaw amendments shall be subject to the following proviso, which shall be in effect from the adoption of these amendments through June 30, 2009.

      1. There shall be no election of Officers in 2006
      2. For purposes of the limitations on office holding in Art. III, Sec. 1 (c) (i), the period from the end of the 2005 Annual Meeting until June 30, 2007, shall be treated as a single term of office.
      3. All Officers elected in 2005 shall serve a term commencing at their swearing-in ceremony at the 2005 annual conference and continuing through June 30, 2007, and until their successors are appointed and qualified, or until their earlier resignation or removal.
      4. The terms of all Directors appointed to full terms in 2004, or in a replacement Director who has filled the reminder of a vacant Director position initially appointed in 2004, shall continue through June 30, 2007, and until their successors are appointed and qualified, or until their earlier resignation or removal. If so notified by the Chair before June 30, 2007, such Directors may serve an additional term commencing July 1, 2007, and continuing through June 30, 2008, and until their successors are appointed and qualified, or until their earlier resignation or removal.
      5. The terms of all Directors appointed to full terms in 2005, or a replacement Director who fills the remainder of a vacant Director position initially appointed in 2005, shall continue through June 30, 2008, and until their successors are appointed and qualified, or until their earlier resignation or removal. If so notified by the Chair before June 30, 2008, such Directors may serve an additional term commencing July 1, 2008, and continuing through June 30, 2009, and until their successors are appointed and qualified, or until their earlier resignation or removal.
      6. If the Chair, pursuant to the terms of Bylaws Art. III, Sec. 1 (A) (ii) increases the number of Directors prior to June 30, 2007, the term of any new Director appointed to fill such a position, or a replacement Director appointed to fill the remainder of a vacancy in such a Director position, shall continue through June 30, 2008, and until such Director’s successor is appointed and qualified, or until such Director’s earlier resignation or removal. If so notified by the Chair before June 30, 2008, such Director may serve an additional term commencing July 1, 2008, and continuing through June 30, 2009, and until such Director’s successor is appointed and qualified, or until such Director’s earlier resignation or removal.

Section 2.

Officer Election Procedure

1. 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 by March Sixteen, a signed statement consenting to candidacy and agreeing to serve if elected.
2. Nominating Committee Procedure. The Nominating Committee shall make one or more nominations for each elected office and submit its nominations to the President by March One.
3. Petition Procedure. 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 units.  A petition must be submitted to the President by March Sixteen.
4. Balloting Process. The President 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 One.  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, 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; supervise the activities of Association’s President within such guidelines as adopted by the Board of Directors; establish and appoint task forces; and have the responsibility to appoint one of the Vice Chairs to serve as Treasurer of the Association.  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

1. General duties. The Board of Directors shall employ a President. The President shall serve as the Association’s corporate President and Chief Operating Officer. The President’s role 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.
2. Specific duties. The President shall attend all regular meetings of the House of Delegates, Board of Directors, and Executive Committee. The President shall prepare an annual budget for presentation to the Finance Committee and Board. Unless otherwise provided, the President shall provide all notices required by law, the Constitution, and these Bylaws and receive all communications addressed to the Association. The President shall maintain a book with all current policies and procedures adopted by the Board and shall distribute copies of the book to any member, regardless of membership class, upon request and payment of a fee to cover the costs of duplication, processing, and delivery.
3. Delegation. Any duty assigned to the President by law, the Constitution, these Bylaws, or Board policies, adopted procedures, or directives may be delegated by the Board or the President to a member of the Association staff. When there is no President in office, the powers and duties of the President shall rest with the Executive Committee, which may delegate some or all of such powers and duties to an acting president.

Section 8.

Secretary
The President 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 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.
2. An elected officer may only 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 an 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.
3. A Director shall only 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.
4. The President and Secretary shall serve at the pleasure of the Board of Directors and may be removed from office by the Board with or without cause.