ARTICLE VI – BOARD OF DIRECTORS Section 6.1. Governing Body. The governing body of this Association shall be the Board of Directors, which has authority and is responsible for the governance of the Association. Section 6.2. Composition. The Board of Directors shall consist of the President, VicePresident, Secretary/Treasurer, four (4) Directors and one (1) Past President. a) President. The President shall be the executive officer of the Association and shall preside at meetings of the Association and of the Board of Directors, and to perform such other duties as may pertain to, or be necessary to, the office of President of the Association, or as may be prescribed by the Board of Directors. The President shall be a member ex-officio, with the right to vote, on all committees, except a nominating committee. 

b) Vice President. It shall be the duty of the Vice President, in order, to preside at meetings of the Association and Board of Directors in the absence of the President, and shall perform such other duties as may pertain to, or is necessary to, the office of Vice President, or as may be prescribed by the President and/or the Board of Directors. In the case of death, resignation, permanent incapacity, or removal of the President, the Vice President shall immediately succeed to the office of the President and retain the same until replaced by a President elected at the next regular election of officers.

c) Secretary/Treasurer. The Secretary/Treasurer shall keep an account of all monies received and expended for the use of the Association. The Secretary/Treasurer is empowered to endorse all checks belonging to the Association. The Secretary/Treasurer shall deposit all funds belonging to the Association in a bank selected by the Secretary/Treasurer. This bank shall be a member of the Federal Deposit Insurance Corporation. The Secretary/Treasurer shall keep a membership roster and furnish each new member with a statement of annual dues and other obligations due the Association.

The Secretary/Treasurer shall have the authority to make payments for the ordinary routine expenses of the Association for postage, stationary, printing, and rental of places where meetings are held and for meals ordered for members and guests, plus gratuities for services rendered. Included shall be all expenditures related to planning, preparation, and execution of the annual short course. No other expenditures shall be made without approval by a majority vote of the Board of Directors present at a regular or special meeting. If, for any reason, the Secretary/Treasurer is unable to sign checks, the President shall be authorized to do so. The Secretary/Treasurer shall present to the Board of Directors, at each meeting, a report of all receipts and discernments since the previous report, as well as bills outstanding and balance on hand.

The funds, books and vouchers in the Secretary/Treasurer’s hands shall, with exception of confidential reports submitted by members, at all times be subject to verification and inspection of the Board of Directors. At the expiration of the Secretary/Treasurer’s term of office, the Secretary/Treasurer shall deliver over to the Secretary/Treasurer’s successor all books, monies and other property, or, in the absence of a Secretary/Treasurer Elect, to the President. All transfers shall be in the presence of an authorized witness.

It shall be the Secretary/Treasurer’s duty to give notice and/or attend meeting of the Association and all committees and keep record of their proceedings; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committee; to keep a list of the members of the Association; to collect annual dues and subscriptions; to prepare, under the direction of the Board of Directors, an annual report of the transactions and conditions of the Association; and , generally, to devote their best efforts to forwarding the business and advancing the interests of the Association. The Secretary/Treasurer or any other person entrusted with handling of funds or of the property of the Association shall, at the direction of the Board of Directors, furnish, at the expense of the Association, a fidelity bond approved by the board, in such sum as the board shall prescribe. The Secretary/Treasurer shall ensure that suspended, expelled, or non-members shall not advertise membership nor use the Association insignia.

d) Directors. Directors positions are open to all Active Members in good standing and are entrusted with voice and voting rights in all Association matters and business consistent with the Constitution and Bylaws of the Association.

e) Past President. The immediate Past President will be conferred a seat on the Board upon the relinquishing of the President position to the incoming President Elect. The Past President position is not bound by any membership requirements; however, the position is governed by, and is at the discretion of, the Board of Directors. The Past President shall have voice, but no vote, and shall not be required to pay any dues or assessments. The Past President position shall be for a term of one (1) year with a maximum of two (2) years upon approval of the Board of Directors.

Qualifications. In order to be nominated to serve as an Officer, an individual must have served as a Director for at least one (1) year, and be an authorized representative of an Active Member, and reside within the boundaries of the State of Delaware. No firm shall be eligible to hold more than one (1) office or position on the Board of Directors at any one time.

Nominations and Elections. At the annual meeting of the Association, at a place and time designated by the Board of Directors, nominations of officers may be made from the floor by Active Members in good standing attending the annual meeting. There shall be no more than one individual eligible from any Active 11 Membership. No person shall be eligible to hold office in the Association unless that person has been a member in good standing for at least one (1) year and must reside within the boundaries of the State of Delaware. The slate of candidates shall be arranged on a ballot or voted on in the following order: President, Vice President, Secretary/Treasurer, Directors. Candidates receiving a majority of votes of the members present and voting, shall be declared elected.