Article VI - Government
Section 1: Board of Directors
1. The Board of Directors shall manage the Corporation in accordance with these by-laws. The Board of Directors shall conduct the business of the Corporation primarily through the medium of the Internet. However, nothing contained herein shall preclude the Board of Directors from convening a physical meeting, provided such meeting is called by the President or presiding officer or by majority vote of the Board of Directors, and all Directors receive not less than 30 days advance notice of the location, date, and time of the meeting and the agenda of items to be discussed. At any physical meeting of the Board of Directors, no business shall be discussed or transacted other than those items of business specifically included on an agenda circulated to all Directors at least 30 days in advance of the meeting.
Section 2: Officers and Directors
1. There shall be three Officers: President, Vice President, Treasurer/Secretary. The decision-making authority rank shall flow in the order listed above, with the President possessing the highest level. This authority rank is only applicable in decision-making circumstances where a Board of Directors vote is not feasible, such as during an Event.
2. Appointments, delegates and committee positions may be held by any member of the Board of Directors, whether an Officer or not.
3. Chairman of the Board: The elected President shall serve as the Chairman of the Board of Directors, and shall preside over all Board of Directors activities.
4. The Vice President shall keep himself fully informed concerning the business of the Corporation with the active assistance of the other Officers and, in the event of the absence or temporary disability of the President or a vacancy in the office of President, shall assume and carry out the duties and responsibilities of the President. The Vice President shall also perform such other duties as may from time to time be assigned to him/her by the President or by the Board of Directors.
5. The Treasurer/Secretary shall be responsible for ascertaining that a complete record is kept of all activities of the Chapter. In carrying out this duty, he/she shall act as the Agent of Record for the Chapter and shall ensure that all filings, reports, and other documents and papers necessary to the maintenance of the Chapter’s legal standing are submitted to the appropriate authorities in a timely fashion. The Treasurer/Secretary shall have the care and custody of all funds of the Chapter. He/she shall receive all monies, pay all bills, and keep true and accurate accounting of all monies received and dispersed. He/she shall, at the conclusion of each fiscal year of the Corporation, render to the Board of Directors a full and complete written statement of the condition of the Chapter, as well as of all monies received and dispersed during the period covered by the report. He/she shall sign such contracts, documents or instruments in writing as required, and shall have such other powers and duties as may be assigned from time to time by the Board of Directors or as incident to his/her office.
