8.01 The Board of Directors.
Only Members shall be eligible to serve on the Board of Directors.
The Board shall be the governing body of the Chapter and shall have
the authority and responsibility for the supervision, control and
direction of the Chapter. The Board shall be composed of the
President, Vice President, Secretary, Treasurer, Immediate Past
President, and at least six (6) but not more than twenty (20)
directors at large.
8.02 Election of Board Members. Officers
and directors at large shall be elected during the Annual Meeting of
the Chapter by a majority of the total votes cast. Voting for
elections of Officers and Directors shall include not only votes
cast by Members registered for, and whose attendance has been
verified at the Annual Meeting, but also shall include Member votes
cast prior to the Special Meeting via mail ballot, email, or other
electronic or other approved means as the Board may direct.
a. Officers. The President and Vice President shall be elected by the Members
to serve a two-year term from the time of installation until their
successors have been elected and installed. The Immediate Past
President automatically shall assume that office upon election and
installation of a successor as President. The Secretary and
Treasurer shall be elected and installed to serve a one-year term
from the time of installation until their successor(s) have been
elected and installed. The offices of Secretary and Treasurer
may be combined, as the Board shall direct.The Officers shall
have such authority and responsibility as is customary for their
respective offices and in accordance with the law, these Bylaws, and
any other policies and procedures of the Chapter that may be in
effect.
b. Directors at Large. Directors at large shall be elected
in accordance with procedures set forth in these Bylaws during the
Annual Meeting of the Chapter to serve a one (1) year term.
8.03 Duties and Responsibilities
a. President.
The President is the chief executive officer of the Chapter and
shall preside at all meetings and shall be an ex-officio member of
any committee appointed by the Board, and carry out those duties and
responsibilities that, with the approval of the Board, may be
necessary to follow the provisions of these bylaws to protect the
rights and interests of the Chapter, its Members and Associates.
b. Vice President. The Vice President shall assume the duties of the
President in the absence of the President and assist the President
as otherwise requested.
c. Secretary.
The Secretary shall be the official keeper of all Chapter board
minutes, and shall serve as custodian for all papers,
correspondence, tax returns and historical documents in safekeeping,
including the bylaws and all amendments and revisions thereto.
d. Treasurer.
The Treasurer is the chief financial officer of the Chapter and
shall keep its financial records and report its financial condition
to the membership as directed by the Board, but at least once a year
at the annual meeting; and to ensure the required financial reports
are timely submitted to AzSEA, as required. The Treasurer shall
cause all funds received by the Chapter to be promptly deposited to
the credit of the Chapter in such bank accounts as the Board shall
authorize.
e. Immediate Past President. The Immediate Past President shall be the last person who
held the position of President and shall have such powers and
perform such duties as the Board or these bylaws may prescribe.
f. Directors. Directors shall carry out their appointed or volunteer duties in
a conscientious and professional manner.
8.04 Vacancies.
Vacancies shall be filled in the following manner:
a. If the office of President becomes
vacant prior to the expiration of the current term of office, the
Vice President shall succeed to the higher office and the Board
shall elect a Member to serve the remainder of the former Vice
President’s unexpired term. If both offices become vacant, the
Board shall elect Members to serve as President and Vice President
for the remainder of the unexpired terms. The board may appoint
another Past President to fill the remaining term for the vacancy in
the office of the Immediate Past President, if desired.
b. If the offices of either the Secretary
or Treasurer become vacant, the Board shall establish procedures to
select a Member to assume these duties for the remainder of the
unexpired term(s).
c. In the event a serving director at
large is subsequently elected an officer of the Chapter, or is
unable to serve for any other reason, the Board may select a Member
to fill the vacancy until the next election, at which time a nominee
may be submitted for election.
8.05 Removal of a Board Member. An Officer or Director of the Board may be removed from
office by the Board for an unexcused absence at any two (2)
scheduled meetings of the Board per year. An excused absence
shall be arranged by communication with the President at least 24
hours prior to the meeting. Additionally, the Board, in a special
meeting, shall have the authority to remove a Board Member or
committee person for cause, using such procedures as the Board may
establish, except that a removal for cause shall require a 2/3
affirmative vote of all the Board Members then elected or appointed,
excluding the Board Member under scrutiny. Removal may be for
neglect of duty, incompetence, misconduct, or as the Board may deem
necessary for the good of Chapter order and discipline and/or as set
forth in the AzSEA Bylaw’s, Policies or NAEA Code of Ethics
and Professional Conduct Procedures.
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