Article I- Duties Of Officers
1. The President shall preside at meetings of the Society and of the Board of Directors. The President shall have power, when authorized by the Board of Directors, to enter into contracts on behalf of the Society.
2. The President-elect or if the President-elect is unable the Vice President at the request of the President, or in the event of the absence or disability of the same, shall perform the duties of the office of the President.
3. The Secretary shall, in general, perform all duties incident to the office of Secretary and other such duties as from time to time may be assigned by the Board of Directors.
4. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and other such duties as from time to time may be assigned by the Board of Directors.
5. For proper conduct of the business of the Society and for the better achievement of its stated purposes, the Board of Directors may appoint an executive director who may or may not be elected Secretary of the Society. The Executive Director shall have power, when authorized by the Board of Directors, to enter into contracts on behalf of the Society.
Article II- Board Of Directors
1. The Board of Directors shall meet for the transaction of business semiannually at such place and time as they may choose. Meetings of the Board may be conducted by some appropriate communications technology. Special meetings may be called at any time by the President or any three (3) Directors, provided the call gives fifteen (15) days notice and specifies the nature of the business to be brought up at such special meetings, together with the hour, day, and place thereof.
2. A quorum of the Board of Directors shall consist of five (5) members of the Board, provided that at least three (3) of the five shall be Directors who are not at the same time officers of the Society, and provided that at least one (1) of the five shall be an officer of the Society.
3. Voting in meetings of the Board of Directors, except in the instance referred to in Article III, Section 3B of the Constitution of the Society, shall be by a simple majority.
4. The Executive Director may attend the meetings of the Board of Directors without the right to vote in this capacity.
Article III- Publications
1. The Proceedings of the regular annual meeting shall be published and distributed to all members of the Society.
2. The editor of the Proceedings shall be appointed by the President in consultation with the Board of Directors.
3. As the occasion warrants, the Board of Directors shall determine whether other publications are necessary or desirable to achieve the purposes of the Society.
Article IV- Regions
The Society approves and encourages the formation and development of regional meetings and activities of its members in accord with the purposes of the Society. The members of a given region may elect their own chairperson or petition the President to appoint one.
Article V- Rules and Procedure
1. The rules contained in the current edition of Robert's Rules of Order Revised shall govern the Society in all cases in which they are not inconsistent with Constitution or By-Laws of the Society. When circumstances warrant, the Board is empowered to conduct electronically such business of the Society as it deems necessary. This business may include induction of new members, election of officers and Board members, and voting on resolutions.
2. In elections held in accordance with Article III, Section 3 of the Constitution of the Society, the procedures and restrictions of Robert's Rules of Order Revised shall be followed, except that if no majority be obtained after two ballots , the candidate obtaining the lowest number of votes on the second ballot shall be dropped from the third ballot; and if no majority be obtained after three ballots, the two candidates with the highest number of votes on the third ballot shall alone be eligible for the fourth ballot, unless one of them withdraws, in which case the next highest shall be considered eligible and so forth.
3. Resolutions to be proposed for adoption by the Society shall usually be transmitted to the Committee on Resolutions. The Committee shall consist of at least three (3) active members of the Society . The Vice President shall chair the Committee. The President shall appoint the other members of the Committee.
- Any member of the Society can transmit to the Committee a proposed resolution. The resolution should be accompanied by a clear account of the facts of the matter and by an explanation of the reasons for its adoption. It shall be received by the Chairperson of the Committee at least fifteen (15) days before the beginning of the Annual Meeting of the Society. If the resolution is approved by the Committee, it will be placed on the agenda of the business meeting.
- Any proposed resolution which has not been received by the previously mentioned deadline, but which has been received at least twenty-four (24) hours prior to the beginning of the business meeting of the Annual Meeting of the Society, and which has been unanimously approved by the Committee, will be placed on the agenda of the business meeting.
- Any proposed resolution which has not been approved by the Committee or any other resolution from a member can be placed on the agenda, if its being so placed is approved by one-third (1/3) affirmative vote of those active members of the Society present and voting at the business meeting. The motion to put the proposed resolution on the agenda shall be non debatable.
Article VI- Amendments
These By-Laws may be amended by vote of the majority of the members present and voting at any in person or online business meeting, provided the proposed amendment was included in the call to the meeting, or was submitted at the previous annual meeting, or is recommended by a two-thirds vote of the Board of Directors.
