A. Number and Composition. The Board of Directors of the Association is fixed at 15 persons, and includes the four officers enumerated in Article VI of these Bylaws (the President, the Immediate Past President or President-Elect, the Secretary, and the Treasurer) plus eleven additional At-Large Directors. All of the forgoing, referred to in these Bylaws as "Directors," are elected by members of the Association. Every Director must be a member of the Association in good standing. The executive director of the Association, the editor or editors of Nonprofit and Voluntary Sector Quarterly, and the chair or chairs of the Conference Committee, if not elected as Directors, are ex-officio, nonvoting members of the Board, are not elected by the members, and do not count towards a quorum.
B. Term and Term Limits.
1. Except in the case of elections by the Board of Directors to fill vacancies for unexpired terms, each At-Large Director shall be elected for a term of three years, with the terms staggered so that the terms of roughly one-third of the At-Large Directors will expire at the close of each Annual Membership Meeting. Newly elected At-Large Directors take office at the conclusion of the first Annual Membership Meeting subsequent to their election.
2. With the exception of the President-Elect, no person may serve more than two consecutive full terms on the Board. Any person, regardless of previous Board service, may be elected as President-Elect; however, the current President and Immediate Past President may not run for President-Elect until at least one Annual Membership Meeting has been held following completion of the previous term in either office.
3. If a vacancy occurs for any reason or if any Director becomes unable to serve, the Board may appoint, from among the members of the Association in good standing, a replacement to serve until the end of the incumbent's term.
4. A Director may resign upon written notice to the President and Secretary, effective immediately or at any later stated date.
C. Board Meetings.
1. Meetings. The Board of Directors shall hold a regular meeting in each calendar year in conjunction with the Annual Membership Meeting, and may hold such additional regular meetings as may be determined by Board resolution. The President may call a special meeting at any time and for any purpose, and shall call a special meeting for the indicated purpose on receipt of a request from any three or more Directors. The President chairs meetings of the Board. All actions taken by the Board, whether at a regular or special meeting, must be recorded by the Secretary in the minutes.
2. Telephonic Attendance at Meetings. Directors may attend meetings in person or by telephone. When telephonic communication will be used to permit one or more Directors to participate in a Board meeting, the Association will arrange for a telephone connection that permits every Director in attendance, whether in person or by telephone, to hear all discussion and to speak when recognized.
3. Quorum. One-half of the number of currently serving Directors is a quorum of the Board. On any matter for which one or more Directors is recused by virtue of a conflict of interest, the number of Directors shall be reduced by the number of recusals for the purpose of calculating the quorum. In no event, however, may the quorum be less than one-third of the full Board; that is, when the number of Directors is fixed at 15, the quorum is five.
4. Notice. No notice is required for regular Board meetings. The Secretary shall provide at least 14 days notice, by any convenient means, of any special Board meeting. The notice of any special meeting must identify any and all matters that may properly be included in its agenda.
5. Agendas. The agenda for each regular Board meeting may include any matter relating to the affairs of the Association and must provide an opportunity for the introduction of new business by any Director. The agenda for each special Board meeting must be limited to those matters identified by the notice of the meeting.
6. Director Voting. The vote of a Director at a meeting is counted only if that Director is present, either in person or participating telephonically. Proxy voting is not permitted.
7. Action Without a Meeting by Unanimous Written Consent. The Board may act without a meeting by circulating to all Directors a written or electronic notice of the intended action. Such action will become effective on the later of the date specified in the notice or the date when the Secretary has received a signed and dated written consent from all current Directors and recorded such action in the minutes.
D. Board Policies. The Board may adopt policies to guide the Board's actions and the affairsof the Association, so long as these policies do not conflict with the Articles of Incorporation or these Bylaws. Such policies shall be maintained in the Board Policy Manual, which will be made available to the membership.
E. Board Committees and Advisory Committees.
1. In General. The Board may establish any standing and ad hoc committees as may be convenient for the conduct of the Association's affairs, and may reconstitute any Board committee described below. The term, membership, method of appointment, and duties or responsibilities of each committee must be specified in a charter adopted by the Board and maintained in the Board Policy Manual. However, the executive committee may only be composed of Directors; any other committee having a duty or responsibility to act for the Board, by delegation of its authority, must include at least two Directors, although persons who are not Directors may serve on such other committees but not vote. A committee acting for the Board must maintain minutes of its actions, and must report actions taken since its last report at the next regular or special meeting of the Board.
2. The Executive Committee. The executive committee has five members: The President, the Secretary, the Treasurer, an At-Large Director elected annually by the Board at its regular meeting held in conjunction with the Annual Meeting, and either the President-Elect or, as determined by the President, either the Immediate Past President or a second At-Large Director elected by the Board. The President chairs the executive committee. The executive committee may take any action necessary for the conduct of the Association's affairs in the interval between meetings of the Board, except for those actions reserved for action by the Board under relevant statutes or regulations. Subject to these Bylaws and to its charter, the executive committee may establish from time to time its own rules and procedures for the schedule of, notice for, and conduct of its meetings. A quorum of the executive committee is three members.
3. Finance and Audit. The Board may constitute a Finance and Audit Committee or two committees to serve these functions separately. Any committee or committees assigned these functions must have at least three members, a majority of whom must be Directors. A Finance Committee, chaired by the Treasurer, is responsible for working with the executive director in preparing the Association's budget, reviewing expenditures, and investing assets. If a separate Audit Committee is constituted, it shall direct and oversee any audit or review that may be made of the Association, as authorized by the Board. Such committee or committees shall make regular reports to the Board, and shall advise the Board of the Association's financial health and performance from time to time.
4. Standing Committees. To assist the Board in its functions, the Association will have five standing committees: Development, Membership, Conference, Nominations, Diversity and Publications. The chair of the Nomination Committee must be a Director; the chairs of the Development, Membership, Conference and Diversity Committees may, but need not, be Directors, unless provided otherwise by the Committee's charter. A committee chair, whether or not a Director, is expected to attend Board meetings in order to make appropriate presentations. The process for selection and the term of the chair of each standing committee, and the committee's responsibilities, will be determined by the committee's charter.
F. Removal of Directors. At a Special Meeting called for this and any other purposes according to the procedure in section IV.C.2 of these Bylaws, the members may direct that a vote of the membership be held to remove any Director. Such a vote must be conducted by a mail ballot and, to be counted, a ballot must be received within 45 days of the adjournment of the Special Meeting at which the motion to conduct the vote was adopted. The number of votes cast in this balloting must equal or exceed the quorum required for a Special Meeting and a majority of the votes cast is required to remove the Director.
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