Article IV: Board of Directors

  1. Leadership. The Board of Directors shall have charge of the general leadership of the Conference in fulfilling its basic purposes.  Under the leadership of the President and subject to the ultimate direction of the membership, the responsibilities of the Board include policy development, program planning, project conceptualization and oversight responsibility.  The Board may act on behalf of the Conference between meetings of the Conference provided the membership is promptly notified of the action. 
  2. Number of Directors and Terms. The Board of Directors shall consist of ten members of the Conference as follows:  (a) four directors ex officio: The President, the President-elect, the Vice President, and the immediate past President; and (b) six directors at-large who shall be elected by the Conference at the annual meeting to serve three year terms commencing at the close of the annual meeting and ending at the close of the third following annual meeting.  Terms of directors at-large shall be staggered so that at least two new directors at-large are elected each year.  An at-large director who has served a three-year term may not serve as an at-large director for a period of three years thereafter.
  3. Board of Directors Meetings. The Board of Directors shall meet at the call of the President on not less than five days’ notice.  Signed waivers of notice from all directors shall be the equivalent of notice.  One-half of the directors shall constitute a quorum.  The attendance of a director at a meeting waives notice of the meeting unless the director attends for the express purpose of objecting that the meeting was not duly called or convened.  Action without a meeting may be taken by the signed consent of all directors.  Directors may participate in a meeting by means of a conference telephone call, and such participation shall constitute presence in person at such meeting.
  4. Vacancies. Any vacancy on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum, except that vacancies in the office of President or President-elect shall be filled in accordance with Article V, #4Persons so appointed shall serve until the next annual meeting.
  5. The President shall ensure that the President, President-elect, Vice President, and Immediate Past President regularly communicate in order to ensure that the purposes, goals, and initiatives of the Conference are actively and continuously promoted.