Article V. Board of Directors
1. The Board of Directors shall be the official entity for policy determination of the Society.
2. The property and activities of the Society shall be managed by the Board of Directors who shall have the powers and authority expressly given by law, by the Certificate of Incorporation and by these bylaws, together with all such other powers and authority as are proper, necessary or convenient to the attainment of the objectives and purposes of the Society.
Members of the Board of Directors shall:
1. Perform all duties entrusted to the directors by the Articles of Incorporation.
2. Abide by the bylaws, policies, and procedures of the Society.
3. Perform duties ethically and with integrity.
4. In matters relevant to the Society, place the interests of the Society as primary.
5. Declare all actual and potential conflicts of interest as soon as the board member becomes aware of these and closely adhere to the Society’s conflict of interest policies and procedures.
6. Use a high level of discretion and integrity in discussing non-confidential Society board matters.
7. Not disclose materials, discussions, or other relevant information that are declared to be confidential or sensitive without prior authorization of the President. All closed Board discussions should be assumed to be confidential unless otherwise stated.
8. Not use their position or information related to or acquired as a result of Society activities for their personal gain or profit.
9. Debate and determine Society policy regarding the affairs of the Society.
10. Supervise and direct the business and financial affairs of the Society.
11. Develop and communicate a Strategic Plan that provides an intentional and deliberate direction for the Society and its members.
12. Annually develop Commission and Committee charges to direct efforts in alignment with the Society’s Strategic Plan.
13. Prioritize and assign ad hoc directives to appropriate committees, sub-committees, or task forces as needed.
14. Develop and foster a means of open communication between the Society and other professional organizations, communities of practice, and industry partners.
Directors at Large:
1. Eligibility requirements:
1.1. A Director At-Large must be a current member in good standing.
1.2. A nominee for the Board of Directors must have been an active member of the Society for at least two (2) consecutive years. This requirement may be waived by vote of the Board of Directors.
1.3. Members of the Board of Directors shall exercise the responsibilities specified in the bylaws for the Board of Directors.
1.4. There must be a minimum of three (3) elected voting Directors at Large except as stipulated Article III, Section 3.
1.5. There may be up to six (6) appointed voting Directors at Large. This maximum may be exceeded in circumstances where an elected Director at Large vacates his/her position.
1.6. The Corporate representative will be a one (1) year appointment to be served by the Chair of the Corporate Roundtable or a representative selected by the Corporate Roundtable and approved by the Executive Committee. No person shall serve consecutively for more than two years.
Officer Eligibility Requirements:
1.7. Each candidate must be a current member in good standing of the Society for at least two consecutive (2) years prior to nomination. This requirement may be waived by vote of the Board of Directors.
1.8. Each officer shall exercise the duties and responsibilities as a member of the Board of Directors.
1.9. Each officer shall serve as a voting member of the Executive Committee exercising all responsibilities specified by the bylaws and assigned by the Board of Directors.
1.10. Each officer shall make every reasonable effort to be present for executive committee meetings. Failure to attend three (3) consecutive meetings will result in a review of circumstances and performance by the Board of Directors. Review may result in the recommendation for removal from the Board of Directors. Formal removal from the Board of Directors will follow procedures outlined in Article V, Section 5, Part 2.
1.11. The President shall preside at all meetings of the Board of Directors.
1.12. (S)He shall be a non-voting, ex-officio member of all committees with the exception of the nomination committee.
1.13. Shall perform such other duties as are required by the office, the Board of Directors, or by the Society bylaws.
1.14. The president-elect shall serve on the Board of Directors and the executive committee for a period of one (1) year prior to the start of term as president of the Society
1.15. The president-elect shall automatically ascend to the presidency upon the conclusion of the term of the preceding president.
1.16. (S)He shall be a non-voting ex-officio member of all committees unless otherwise specified by Committee Bylaws/policies or direct appointment by the Society President.
1.17. The immediate past-president shall remain on the Board of Directors and the executive committee for a period of one (1) year subsequent to completion of term as president of the Society.
1.18. The immediate past-president shall in the absence or incapacity of the president-elect, perform the duties and exercise the powers vested in that office.
1.19. The Immediate Past President shall in the absence or incapacity of the president perform the duties and exercises the powers of the president.
1.20. The treasurer assures that the Executive Director shall keep or cause to be kept, in both electronic and hard copy belonging to the Society, complete and accurate accounts of all receipts and disbursements, resources and liabilities, and shall deposit all moneys, funds and other valuable effects of the Society, in the name of and to the credit of the Society, in such depository or depositories as may be designated by the Board of Directors.
1.21. The treasurer shall oversee the disbursement of funds of the Society in payments of its obligations, taking proper vouchers and receipts for such disbursements.
1.22. The treasurer shall render to the president and to the directors at the meetings of the directors, or whenever otherwise requested, corporate statements and reports showing the financial condition of the Society.
1.23. The Treasurer may sign corporate documents and instruments as necessary.
1.24. The Treasurer shall arrange for the performance of an audit and for the preparation of audited financial statements by a certified public accountant on behalf of the Society, whenever directed to do so by law or by the Board of Directors according to the audit policy.