Approved on May 17, 2013
- ARTICLE I—NAME
- ARTICLE II—MISSION AND GUIDING PRINCIPLES
- ARTICLE III—MEMBERSHIP
- ARTICLE IV—BOARD OF DIRECTORS
- ARTICLE V—MEETINGS, QUORUMS AND VOTING
- ARTICLE VI—OFFICERS
- ARTICLE VII—COMMITTEES
- ARTICLE VIII—MISCELLANEOUS
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b. The Board may appoint ex officio members to the Board for a term to be specified by the Board. Such persons may introduce resolutions but shall not make motions, second motions, or vote. [Back to Contents]
b. The president shall recommend a Nominating Committee chairperson, and the Board at its January meeting shall vote on the approval of the recommendation.The chairperson [of the Nominating Committee] shall, with the approval of the Board, appoint two directors and sufficient members from the general membership to constitute a majority serving on the committee.
c. The committee shall announce its composition to the membership and invite suggestions from the membership for director nominees as soon as possible after the committee is formed, utilizing appropriate publications of the Institute for this purpose.
d. Members of the committee shall not be eligible to be candidates for director during the upcoming year.
e. The Board shall develop and publish procedures and guidelines for the selection, nomination, and election of directors and officers.
f. The Nominating Committee shall be responsible for conducting the election and for tallying and certifying the votes for directors in accordance with such detailed procedures as the Board may adopt. In addition to those candidates recommended by the nominating committee, any members not disqualified under Articlel IV (4)b shall be nominated and added to the ballot by presenting petitions to the nominating committee. Such petitions shall contain valid signatures and verifiable identifications of at least five percent of the members of the Institute. Procedures for submitting and processing such petitions shall be approved by the Board.
g. As early as practical but within 14 days following the election of the Board of Directors, the Nominating Committee shall submit to the Board the names of potential officers, selected from continuing and newly elected directors, it believes are willing to serve as officers. [Back to Contents] Contents]
b. No one individual shall serve more than two consecutive terms as a director; if such a person has immediately prior thereto served a term of one year or less as a substitute director appointed pursuant to Article IV(7) following below, such a term shall not be counted toward the limitation of two consecutive terms. Individuals may serve again as a director after a two-year absence from the Board.
c. Any director may resign at any time by notifying the secretary in writing. Such resignation shall take effect at the time therein specified.
d. Officers and appointed directors may be removed from their positions for cause by a two-thirds majority of the Board. [Back to Contents] Contents]
b. The Board may develop a job description and seek the services of an executive director to manage the day-to-day operation of the Institute, including the employment of appropriate staff on its behalf. The president shall provide direction to the executive director in conformity with the approved job description. The executive director shall be an ex officio member of the Board of Directors, the Executive Committee, and all other standing and ad hoc committees except the Nominating Committee.
c. In the absence of an executive director, the Board shall have the authority to employ appropriate staff on behalf of the Institute. [Back to Contents] Contents]
b. A majority of the directors then in office and eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Board.
c. One or more directors may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present. [Back to Contents]
b. The Board of Directors may call other membership meetings when necessary to consider matters that should come before the membership, including proposed amendments to these Bylaws. Such meetings shall be subject to the notice, quorum and voting requirements of the annual membership meeting.
c. Ten percent of the membership at any properly announced meeting shall constitute a quorum. Absentee ballots shall be accepted as proxies solely for quorum purposes.
d. Voting of members by absentee ballot is authorized with respect to agenda voting items included in the meeting notice. Only absentee ballots received by the Institute at least 24 hours prior to such a meeting shall be counted and included in the quorum. [Back to Contents] Contents] Contents]
b. The term of office of officers shall be one year. Officers shall not serve more than two consecutive one-year terms in the same office. If the Nominating Committee, however, is unable to find a candidate to run for the office of vice president, secretary, or treasurer, the president may, with the approval of the Board, appoint the incumbent to remain in that position for an additional year. [Back to Contents]
a. President: The president shall be responsible for the governance of the Institute in accordance with the bylaws. The president shall preside over all official business meetings of the Institute, shall supervise the executive director, shall serve as chairperson of the Board of Directors, and may appoint a parliamentarian. The president shall serve as the principal spokesperson for the Institute, but may delegate that responsibility.
b. Vice President: The president and the vice president shall determine between them the assignment of duties. The vice president shall fulfill the duties of the president if the president is unable to do so.
c. Treasurer: The treasurer shall be responsible for overseeing the development of the Institute’s annual operating budget, reviewing the organization's accounting procedures and controls at least annually to provide reasonable assurance that accounting and bookkeeping transactions are properly recorded, overseeing the executive director's preparation of written financial reports to the Board periodically and a financial statement at annual membership meetings, and overseeing an annual independent audit.
d. Secretary: The secretary shall be responsible for assuring that accurate records are prepared and maintained of meetings of the Board of Directors, Executive Committee and the general membership, including policy and administrative decisions made by these bodies; and shall function as the archivist and authenticate records of the Institute. [Back to Contents] Contents] Contents] Contents] Contents]
b. Ex officio: Ex-officio is defined as non-voting membership on the Board or a committee as a result of the position held within the Institute. [Back to Contents] Contents] Contents] Contents] Contents] Contents] Robert’s Rules of Order Newly Revised shall govern in all cases when not inconsistent with the bylaws or any special rules that the Board of Directors may adopt. [Back to Contents]