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BYLAWS OF THE NORTH AMERICAN VEXILLOLOGICAL ASSOCIATION
CHAPTER 5. EXECUTIVE BOARD
§ 5.01. Powers.
| (a) The executive board shall manage the
affairs of the association consistent with the
Act and other law, the articles of incorporation,
and these bylaws, along with actions taken at
annual and special meetings. |
| (b) The executive board may authorize any
officer or officers, agent or agents of the
association, in addition to the officers so
authorized by these bylaws, to enter into any
contract or execute and deliver any instrument in
the name of and on behalf of the association, and
such authority may be general or confined to
specific instances. |
| (c) The executive board may accept on behalf
of the association any contribution, gift,
bequest, or devise for the general purposes, or
for any special purposes, of the association. |
| (d) The treasurer may sign checks on behalf
of the executive board, provided that checks
drawn in excess on one hundred United States
dollars must be countersigned by the president. |
§ 5.02. Members.
| (a) The executive board shall consist of the
five elective officers. |
| (b) The executive board shall serve as the
association's board of directors. |
§ 5.03. Qualifications.
| Members of the executive board must be active
members. |
§ 5.04. Elections.
| (a) Board members shall be elected at the
annual meeting. |
| (b) Board members shall be elected by secret
ballot, except when there is only one candidate
for an office, the chair shall call for election
of the candidate by acclamation. |
| (c) When there are two or more candidates for
an office, a majority vote shall constitute an
election. |
| (d) If no candidate has a majority, a run-off
election shall be held between those two
candidates who receive the largest number of
votes. |
§ 5.05. Term.
| (a) Board members shall serve for a term that
begins at the close of the annual convention at
which they were elected and continues until the
close of the annual convention following that
election. |
| (b) Despite the expiration of a board
member's term, the board member shall continue in
office until a successor is elected or appointed.
|
§ 5.06. Resignation.
| (a) A board member other than the secretary
may resign at any time by written notice
delivered to the secretary. |
| (b) The secretary may resign at any time by
written notice delivered to the president. |
| (c) A resignation is effective when the
notice is delivered unless the notice specifies a
future date. |
| (d) A pending vacancy may be filled before
the effective date, but the successor shall not
take office until the effective date. |
§ 5.07. Meetings.
| (a) A regular annual meeting of the executive
board shall be held without other notice than
this section, immediately after, and at the same
place, as the annual convention. |
| (b) The executive board shall conduct
additional regular meetings at such time and
place and in such manner as may be directed by
the president or upon the request of a majority
of the board. |
| (c) All meetings of the executive board shall
be open to all members. |
§ 5.08. Quorum.
| (a) A majority of the board members then in
office shall constitute a quorum; provided, that
in no event shall a quorum consist of less than
one-third of the board members then in office. |
| (b) The act of the majority of the board
members present at a meeting at which a quorum is
present shall be the act of the executive board. |
§ 5.09. Telephonic meetings.
| (a) Board members may participate in and act
at any board meeting through the use of a
conference telephone or other communications
equipment by means of which all board members
participating in the meeting may communicate with
each other. |
| (b) Participation in such meeting shall
constitute attendance and presence in person at
the meeting of the board members so
participating. |
§ 5.10. Proxy votes.
| No board member may act by proxy on any
matter. |
§ 5.11. Notice.
| (a) The secretary shall deliver, either
personally or by mail, written notice of the
place, day, and hour of an executive board
meeting to all board members not less than ten
days before the date of the meeting. |
| (b) If mailed, the notice of an executive
board meeting shall be deemed to be delivered
when deposited in the United States or Canadian
mail addressed to the board member at the
member's address as it appears on the records of
the association, with first class postage
prepaid. |
| (c) Neither the business to be transacted at,
nor the purpose of, any regular or special
executive board meeting need be specified in the
notice or waiver of notice of such meeting. |
| (d) Attendance of an board member shall
constitute a waiver of notice of such meeting
except when a board member attends a meeting for
the express purpose of objecting to the
transaction of any business because the meeting
is not lawfully called or convened. |
§ 5.12. Vacancies.
| If a position on the executive board becomes
vacant, except the office of president, the
remaining board members shall choose an active
member to fill the vacancy for the unexpired part
of the term. |
§ 5.13. Removal of board member.
| (a) One or more of the board members may be
removed, with or without cause. |
| (b) A board member may be removed by action
of two-thirds of the voting members. |
| (c) No board member shall be removed at an
annual or special meeting of the voting members
unless the written notice of such meeting is
delivered to all voting members. |
| (d) Such notice shall state that a purpose of
the meeting is to vote on the removal of one or
more board members named in the notice. |
| (e) Only the named board member or members
may be removed at such meeting. |
§ 5.14. Informal action by board members.
| (a) Any action required by the Act to be
taken at an executive board meeting, or any other
action that may be taken at an executive board
meeting, may be taken without a meeting if a
consent in writing, setting forth the action so
taken, shall be signed by all of the board
members. |
| (b) The consent shall be evidenced by one or
more written approvals, each of which sets forth
the action taken and bears the signature of one
or more board members. |
| (c) All the approvals evidencing the consent
shall be delivered to the secretary to be filed
in the association's records. |
| (d) The action shall be effective when all
the board members have approved the consent
unless the consent specifies a different
effective date. |
| (e) Any such consent signed by all the board
members shall have the same effect as a unanimous
vote. |
§ 5.15. Compensation.
| Board members shall not receive any
compensation other than reimbursement for actual
expenses. |
§ 5.16. Consultants.
| (a) Past presidents who are current members
may serve as consultants to the executive board
without benefit of a vote. |
| (b) Past presidents serving as consultants
may not act on behalf of the association or bind
it to any action, but may make recommendations to
the executive board. |
| Adopted: |
November 18, 1967 |
| Last Amended: |
October 10, 2004 |
|