IFMA Bylaws Article IV | Board of Directors

Bylaws

ARTICLE IV: BOARD OF DIRECTORS

Section 1.
Powers and Responsibilities
In addition to such powers, authority and responsibilities vested in the Board of Directors by the Constitution [Const. Art. V, § 1], the Board shall have all power and authority of the Association not otherwise delegated to another body or individual by law, the Articles of Incorporation, the Constitution or these Bylaws, including, but not limited to, the power to:

1. enact policies and procedures for the governance of the Association, including a Code of Ethics, a Conflict of Interest policy, a Communications policy and a policy for Indemnification of Individual Officers, Directors and employees of the Association; provided that such policies and procedures are consistent with applicable law, the Articles of Incorporation, the Constitution, and these Bylaws;
2. approve, revise and authorize use of a corporate seal, Association marks, certification marks, logos, and other intellectual property protected by law;
3. approve the budget, approval of which shall constitute authorization to spend within its limits unless otherwise provided by the Board;
4. establish the location of the principal corporate office, a registered entity in the state of Michigan, USA and such additional offices as it may deem useful or necessary;
5. approve the annual independent audit of the Association's financial condition;
6. adopt rules for its own proceedings.

Unless otherwise stated, all duties in the nature of policy making imposed on the Association by law, the Articles of Incorporation, the Constitution and these Bylaws shall be duties of the Board of Directors. 

Section 2.
Board of Directors' Meetings

1. Regular meetings. Regular meetings of the Board of Directors shall be held at least two (2) times a year at the call of the Chair at such time and place as determined by the Chair, in consultation with the President and Chief Executive Officer. The President and Chief Executive Officer shall provide at least thirty (30) days’ notice of the time and place of regular meetings.
2. Special meetings. The Chair, the Executive Committee or four members of the Board may request a special meeting by informing the President and Chief Executive Officer and stating the purpose for which the special meeting is to be called. The special meeting shall take place at such time and place as determined by the Chair in consultation with the President and Chief Executive Officer but shall be scheduled no less than 30 days after the President and Chief Executive Officer has received the request for a special meeting. The President and Chief Executive Officer shall call the special meeting and provide members of the Board with at least one week's notice of the time and place of the meeting stating the purpose for which the special meeting is to be called. In case of emergency, such notice as is practical shall be deemed adequate. No business shall be transacted at a special meeting except in regard to the purpose stated in the meeting notice.
3. Quorum. A majority of the members of the Board shall constitute a quorum.
4. Agenda. Any member of the Board may submit a business item to the President and Chief Executive Officer twenty (20) days in advance of a regular Board meeting for inclusion on the agenda. In consultation with the President and Chief Executive Officer, the Chair shall determine the order of business on the agenda. The agenda shall be circulated to all members of the Board at least three days before the meeting. The pre-circulated agenda shall constitute the order of business for the meeting unless the Board by majority vote reorders the business items at the beginning of the meeting. A business item requiring action not on the pre-circulated agenda may be introduced only pursuant to a two-third (2/3) vote.
5. Procedural Rules. Three members of the Board of Directors may demand that any vote be counted. Except as varied by special rule adopted by the Board, the provisions of “Robert's Rules of Order Newly Revised” applicable to small boards shall apply at all meetings of the Board of Directors regardless of the size of the Board.
6. Electronic Participation. Meetings may be held by teleconference, videoconference, or other means, provided that all members of the Board have access to the facilities used and that all voting members can participate.
7. Action without a Meeting. The Board may take action without a meeting if all Directors entitled to vote on the matter and consent to such action in writing transmitted by electronic means, including email. Any such action shall be valid and effective as if taken at a duly called and held meeting of the Board, provided that the following requirements are met: 
   1. Initiation. The Board Chair or designee shall transmit the proposed action to all Directors at their email addresses of record, together with a clear description of the matter to be decided, any supporting materials, and a stated deadline for response.
   2. Voting Period. Unless a shorter or longer period is specified in the notice, Directors shall have no fewer than seventy-two (72) hours from the time the notice is transmitted to cast their vote.
   3. Required Participation. All members of the Board must cast a vote (affirmative, negative, or abstention) for the action to be valid. Silence or non-response shall not constitute a vote or count toward quorum. All participants to “reply all” to email vote.
   4. Approval Threshold. Action shall be approved upon receipt of the affirmative votes of the number of Directors required to approve such action at a duly noticed meeting of the Board.
   5. Approval Threshold. Action shall be approved upon receipt of the affirmative votes of the number of Directors required to approve such action at a duly noticed meeting of the Board.
   6. Limitations. Email voting shall not be used for matters that these Bylaws or applicable state law require to be acted upon only at a meeting of the Board, or for matters that the Board Chair or any Director reasonably determines require deliberation prior to a vote.

Section 3.
Attendance
If any member of the Board of Directors fails to attend two consecutive meetings without satisfactory excuse, the Chair, after communication with such member, may declare the position vacant, subject to the member's right to appeal the Chair's determination to the full Board.  

Section 4.
Renumeration 
No renumeration shall be paid to members of the Board of Directors, except for the President and Chief Executive Officer.  

Section 5.
Expenses
Reasonable expenses incurred by a member of the Board of Directors in connection with Association business shall be reimbursed upon approval by the President and Chief Executive Officer or the President and Chief Executive Officer's designee. Expenses incurred by the President and Chief Executive Officer shall be approved by the Chair of the Board or the Chair's designee.