IACA Board of Directors Guidebook - page 31

Page 11 of 15
As edited/corrected March 25, 2011
responsible for the management of the Corporation except for those matters on which the Board of
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Directors is required to act by law or by the Articles of Incorporation or by these Bylaws. Providing that
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their deliberations do not expose confidential information about members, businesses, or organizations,
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the Executive Committee shall consult with and advise the Board of Directors on all matters pertaining to
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the affairs of the Corporation. It shall have and exercise such specific powers and perform such specific
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duties as described by these Bylaws or as the Board of Directors shall prescribe or direct. The Executive
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Committee may act by the majority of its members. Nothing in these Bylaws shall be construed to prevent
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the Executive Committee from meeting by telephone, fax, mail, or any other means deemed appropriate.
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Section 2.
Other Committees.
The Board of Directors, by resolution, may establish any committee not
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otherwise provided for by these Bylaws and said resolution may be amended or repealed by the Board of
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Directors at any time.
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Section 3.
Presidential Appointment.
The President shall appoint all committee Chairpersons and shall
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fill all vacancies occurring in committees. Committee Chairpersons must be members of the Board of
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Directors. All members of the Ethics Committee and the Membership Committee must be Directors. Any
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member of IACA may be appointed to the other standing or
ad hoc
committees, irrespective of whether
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they are Directors.
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Section 4.
Quorum.
Unless otherwise provided in a resolution of the Board of Directors pertaining to a
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specific committee, the members of a committee present at any committee meeting shall constitute a
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quorum.
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Section 5.
Committee Rules.
Each committee may adopt its own rules consistent with these Bylaws and
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with the rules of the Board of Directors. The Board shall establish and assign the short term objectives to
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be used by each committee.
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ARTICLE VIII
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CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
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