Article Index
ASMB By-Laws
Article I. Purpose
Article II. Members
Article III. Council Members
Article IV. Officers
Article V. Committees
Article VI. Waiver of Notice
Article VII. Indemnification of Council Members and Officers
Article VIII. Fiscal Year
Article IX. Amendments
All Pages

 

ARTICLE III. COUNCIL MEMBERS

Section 1.  Powers
The affairs of the corporation shall be managed by a Council.

Section 2.  Number and Election
The Council shall consist of not less than five members nor more than twenty members, however, the Council, shall, by resolution, from time to time set the number of Council Members. Council Members shall be elected from nominations made by the Nominating Committee at the end of each year to fill positions opened for the next year's term. Once the slate is approved by the board, elections will be held of the general membership either by mail ballot or electronic ballot.

Section 3.  Term of Office
Each Council Member shall hold office for a term of four years and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. Terms shall be staggered such that approximately one-fourth (ie 3) of the Council Members will be elected each year.

Section 4.  Resignation or Removal
Any Council Member, by notice in writing to the Council, may resign at any time. Any Council Member may be removed from office without assigning any cause at a meeting of the Council by a vote of two-thirds of the other Council Members. Any Council Member whose actions and/or statements demonstrate positions contrary to the goals and purposes of the corporation shall be considered for removal.

Section 5.  Vacancies
A vacancy on the Council may be temporarily filled at a meeting of the Council by a majority vote of the remaining Council Members. In filling a vacancy special attention should be given to ensure the diversity requirements of the Council set forth in Section 2 above must be followed. A Council Member so elected shall hold office for the term of his or her predecessor in office.

Section 6.  Quorum
Except with respect to the filling of a vacancy in the Council, a majority of the whole authorized number of Council Members shall constitute a quorum for the transaction of business at any meeting of the Councils.

Section 7.  Meetings of Council Members
The Annual Meeting of the Council shall be held in conjunction with the biennial meeting of the membership. On alternate years when there is no meeting of the general membership, a Council meeting will be held in the fall. This meeting may be held at a singular location or via teleconference at the discretion of the President. Additionally, regular meetings shall be scheduled as frequently as necessary to effectively carry on the business of the corporation. Special meetings of the Council may be called by the President, the Vice President or no less than one-third of the Council Members, by giving written notice to all Council Members at least three days and not more than thirty days in advance of such meeting. The notice for special meetings shall include notice of the business to be discussed at the meeting.

Section 8.  Notice of Meetings of Council
Notice of the date, time and place of meetings of the Council shall be given by, or at the direction of, the Secretary or the person or persons calling the meeting via first class mail or electronic facsimile not less than three days in advance nor more than thirty (30) days in advance.

Section 9.  Meetings Held Through Communications Equipment
Meetings of the Council or any committee of the Council may be held through communications equipment if all persons participating can hear each other and such participation shall constitute presence at such a meeting.

Section 10.  Manner of Acting
The act of two-thirds of the Council Members present at a meeting at which a quorum is present shall be the act of the Council, except in instances where these Bylaws or State law shall conflict. No vote shall be taken on a substantive matter before the Council until at least two attempts at the meeting have been made to reach consensus on such matter.

Section 11.  Action By Council Members Without A Meeting
Any action required or permitted to be taken at a meeting of the Council may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the Council Members. Any such written consent shall be inserted in the minute book as if it were the minutes of a Council Meeting.

Section 12.  Compensation
The Council Members of the Corporation shall serve as such without salary, but the Council may authorize the payment by the Corporation of the reasonable expenses incurred by the Council Members in the performance of their duties and of reasonable compensation for special services rendered by any Council Member.