IACA Board of Directors Guidebook - page 27

Page 7 of 15
As edited/corrected March 25, 2011
Section 9.
Quorum
. A quorum for the transaction of business at any regular or special meeting of the
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Board of Directors shall consist of a simple majority of the total number of elected Directors on the Board.
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Section 10. Manner of Acting
. The act of the Directors present at any meeting in which there is a quorum
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shall be the act of the current elected and appointed Board of Directors, unless the act of a greater number
170
is required by law or by these Bylaws.
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Section 11.
Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by a majority
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vote of the Board of Directors. The term of a Director elected to fill a vacancy shall be for the unexpired
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term of his or her predecessor.
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Section 12.
Powers and Duties of the Board of Directors
. The powers and duties of the Board of
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Directors shall include the following:
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A.
To adopt such policies and procedures as are consistent with the Articles of Incorporation and
177
these Bylaws;
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B.
To give a full and complete oral report of the activities of the Board of Directors and to provide
179
a written copy of this report at the
annual
meeting of the Corporation;
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C.
To review, alter, amend and to approve the final iteration of the Corporation's annual budget at
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the first meeting of the fiscal year;
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D.
To approve and authorize all purchases, sales or encumbrances of real property;
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E.
To elect a President, Vice President, Secretary, and Treasurer at the last meeting of the fiscal
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year by secret paper ballot;
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F.
To select and employ an individual for the Executive Director position and to determine
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compensation;
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G.
To supervise and assist the Executive Director in the performance of duties;
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H.
To contract, rent or lease for, and manage and control the affairs of the Corporation; and,
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I.
To exercise all powers of the Corporation and do such lawful acts and things as are not by statute
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or by the Articles of Incorporation or by these Bylaws forbidden to be done.
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Section 13.
Removal of Directors
. Any Director may be removed from office for:
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A.
Violation of the IACA Code of Ethics. Such removal shall require a vote of three-fourths (3/4)
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of the Directors present at a duly constituted meeting of the Board.
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B.
Absence from any two of the four quarterly meetings (unless there are extenuating circumstances
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which must be excused by the Executive Committee.)
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