Bylaws 2. Association Officers and Executive Director



2.1 Officers. The officers of the Association shall consist of the President, the Vice President, the immediate Past President, and the Regional Vice Presidents.


2.2 Duties of the Officers. The Board shall determine the duties of each officer and shall specify these duties in the Operational Guidelines. The Board may assign additional duties as necessary to ensure the continued well-being of the Association.
2.2.1 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.
2.2.2 The Vice President shall perform all the functions of the President in the absence or inability of the President and shall follow the Operational Guidelines approved by the Board.
2.2.3 The Past President shall serve as a mentor to the other Officers and shall follow the Operational Guidelines approved by the Board.
2.2.4 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. They are responsible for fostering the objectives of the Association among members from their regions, for striving to increase membership in the region, for overseeing their meetings, for demonstrating accountability by providing annual reports of regional activities, and for nominating regional members for appropriate offices and awards. The Regional Vice Presidents shall follow the Operational Guidelines approved by the Board.

2.3 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.


2.4 Duties of the Executive Director. The Executive Director shall be the Chief Financial Officer and the Chief Administrative Officer of the Association.
2.4.1 The Executive Director 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 at the next annual meeting.
2.4.2 As Chief Administrative Officer, the Executive Director shall be the Managing Editor of all publications of the Association.
2.4.3 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.
2.4.4 The Executive Director manages day-to-day expenses and the budget. To minimize budget variations, the ED receives approval from the Executive Committee for deviations greater than 1% of the annual budget for 1) spending more, or less, than planned budget expenses, and 2) moving funds between budget lines.
2.4.5 The Executive Director shall receive a salary for service to the Association.
2.4.6 The Executive Director shall follow the Operational Guidelines approved by the Board.

2.5 Duties of the Executive Committee. The Executive Committee shall be composed of the immediate Past President, the President, the Vice President, and the Executive Director of the Association, each of whom shall be a voting member unless prohibited elsewhere in these Bylaws. In addition, every year, the Regional Vice Presidents will select two RVPs to join the Executive Committee as full voting members for a year. The selection is made on a collegial basis. During one RVP term, RVPs can serve on the EC for one year only.
2.5.1 The Executive Committee shall be responsible for carrying out the decisions of the Board and shall be empowered to act in lieu of the Board on matters affecting the Association, including budgetary matters, when so directed by the Board.
2.5.2 The Executive Committee shall meet and report to the Board on a monthly basis. Two of these meetings will normally be in person, (1) at the annual conference and (2) at one of the regional conferences.
2.5.3 The President may also call special meetings of the Executive Committee at locations and times approved by a majority of the Executive Committee.
2.5.4 The Executive Committee shall follow the Operational Guidelines approved by the Board.

2.6 Resignation, Removal, and Replacement of Board Members and Officers. An elected Board member or officer may resign in writing to the President. If any Board member or officer ceases to be a member of the Association, the office shall be considered vacant.
2.6.1 Any board member who does not actively participate or does not maintain an open channel of communication with the EC will be considered to have resigned and will be removed from the board.
2.6.2 Any Board member or officer deemed in violation of these Bylaws by a two-thirds majority vote of the Board shall be removed from office.
2.6.3 Any vacancy on the Board shall be filled by a vote of the Board either by email or another method as specified in the Operational Guidelines or at the Board meeting at the Annual Conference.

2.7 Orderly Succession of Officers.
The normal succession of officers shall be from the Vice President to the President, and from the President to the immediate Past President.
2.7.1 In the event of a President’s resignation, death, or other inability to serve the remainder of a term of office, the Vice President shall automatically become President.
2.7.2 In the event of the Vice President’s resignation, death, or other inability to serve the remainder of a term of office, the Executive Committee shall hold a special election to elect a new Vice President if more than six months remain on the term.
2.7.3 If the immediate Past President is unable to serve the remainder of a term of office due to resignation, death, or other inability to serve the remainder of the term of office, 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 and of the Executive Committee and fulfill the normal responsibilities of the Past President.

2.8 Orderly Succession of Executive Directors.
In the event of the Executive Director’s resignation, death, 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.