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Bylaws of the ABC


 

2
ASSOCIATION OFFICERS AND THE EXECUTIVE DIRECTOR
2.1
Officers. The Officers of the Association shall consist of the President, the First Vice President, the Second Vice President, and the Vice Presidents from each of the regions.
2.2
Executive Director. The Board shall appoint an Executive Director to oversee the management of the Association. The Executive Director shall serve at the pleasure of the Board and shall be an ex- officio member of the Board with full voting rights unless prohibited elsewhere in these Bylaws.
2.3
Duties of the Officers. The Board shall determine the duties of each officer and shall specify these duties in a set of Operational Guidelines. The Board may assign additional duties as necessary to ensure the continued well-being of the Association.
2.3.1
The President shall preside at all meetings of the Association and of the Executive Committee. The President shall follow the Operational Guidelines approved by the Board.
2.3.2
The First Vice President shall perform all the functions of the President in the absence or disability of the President and shall follow the Operational Guidelines approved by the Board.
2.3.3
The Second Vice President shall perform all the functions of the First Vice President in the absence or disability of the First Vice President and shall follow the Operational Guidelines approved by the Board.
2.4
Duties of the Executive Director. The Executive Director shall be the chief financial officer and the chief administrative officer of the Association and shall be empowered to hire staff and appoint assistants as necessary to ensure orderly operations. Such paid employees and uncompensated appointments shall be reviewed and approved by the Board.
2.4.1
As chief administrative officer, the Executive Director shall be the managing editor of all regular and special publications of the Association.
2.4.2
As chief financial officer, the Executive Director shall be responsible for overseeing all regular and special funds approved by the Board and specified in the Operational Guidelines.
2.4.3
The Executive Director shall receive a salary for his or her service to the Association.
2.4.4
The Executive Director shall follow the Operational Guidelines approved by the Board.
2.5
Duties of the Regional Vice Presidents. The Regional Vice Presidents shall be responsible for representing the best interests of members from their regions at all meetings of the Board.
2.5.1
The Regional Vice Presidents are responsible for fostering the objectives of the Association among members from their regions, for overseeing their meetings, and for nominating regional members for appropriate offices and awards.
2.5.2
The Regional Vice Presidents shall follow the Operational Guidelines approved by the Board.
2.6
Duties of the Executive Committee. The Executive Committee shall be composed of the immediate Past President, the President, the First Vice President, the Second Vice President, and the Executive Director of the Association, each of whom shall be a voting member unless prohibited elsewhere in these Bylaws.
2.6.1
The Executive Committee shall be responsible for carrying out the wishes of the Board and shall be empowered to act in lieu of the Board in matters affecting the Association, including budgetary matters, when so directed by the Board.
2.6.2
The Executive Committee shall meet at least three times a year: before and after the regular Board meeting at the annual convention and at one of the organization's other meetings.
2.6.3
The President may also call special meetings of the Executive Committee at locations and times approved by a majority of the Executive Committee.
2.6.4
The Executive Committee shall follow the Operational Guidelines approved by the Board.
2.7
Resignation, Removal, and Replacement of Officers and Directors. An elected Officer or Director may submit his or her resignation in writing to the President. If any Officer or Director ceases to be a member of the Association, his or her office shall be considered vacant.
2.7.1
Any Officer or Director missing two regularly scheduled meetings appropriate for his or her office shall be considered to have resigned.
2.7.2
Any Officer or Director deemed in violation of these Bylaws by a two - thirds majority vote of the Directors shall be removed from office.
2.7.3
Any vacancy of Directors shall be filled by a vote of the Board. either by mail or another channel specified in the Operational Guidelines or at the annual meeting. Replacement Directors so chosen will serve until the end of the next annual convention.
2.8
The Orderly Succession of Officers. The normal succession of Officers shall be from Second Vice President to First Vice President and from First Vice President to President.
2.8.1
In the event of a President's death, disability, or other inability to serve the remainder of a term of office, the First Vice President shall automatically become President and the Second Vice President shall become First Vice President.
2.8.2
In the event of the First Vice President's death, disability, or other inability to serve the remainder of a term of office, the Second Vice President shall automatically become First Vice President.
2.8.3
Should the office of Second Vice President become vacant-- whether because of death, disability, or other inability to serve the remainder of a term of office--the Executive Committee shall decide whether the office shall remain vacant until the next regularly scheduled election or whether a special election shall be held to elect a new Second Vice President.
2.8.4
If the immediate Past President is unable to serve the remainder of a term of office due to absence or disability, the Executive Committee shall appoint another previous president of the Association to fill the vacancy. The person appointed shall carry the title "Past President," serve as a member of the Board of Directors and of the Executive Committee, and fulfill the normal responsibilities of the Past President.
2.9
The Orderly Succession of Executive Directors. In the event of the Executive Director's death, disability, or other inability to serve, the remaining members of the Executive Committee shall divide the duties of that office among themselves and hire such additional staff as necessary to ensure the continuation of the Association's day-to day operations until a new Executive Director can be selected and approved by the Board.
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