Article VI. Board of Directors (the Board)
VI.1. The Board of Directors shall consist of:
VI.1.a. Four elected officials: President, Vice President, Treasurer, and Secretary
VI.1.b. One Ex-Officio position for the president of the prior board or, if the past president is unavailable, declines, or is re-elected, another former Board Member as appointed by the new board. If no suitable previous official is available, this post may remain vacant. The Ex-Officio position is a nonvoting advisory position.
VI.1.c. The board will also include six Members-at-Large to be elected to two-year terms. These positions will also have one vote each for any board decisions. Their absence or presence will count toward any quorum requirements for board meetings. Mid-year vacancies can be filled by appointment from the remaining board members, or up to two Members-at-Large positions can be left vacant at the board’s discretion. Members-at-Large must be reelected by voting members of the society during each election period with no limit on consecutive terms.
VI.2. Each of the Board members will have one vote. A simple majority will decide all votes unless indicated otherwise in the Bylaws. In case of a tie, the President’s vote counts as 1-½ votes.
VI.3. To stand for election, a person must be a Member in good standing, over the age of 18, who has attended at least two Society meetings in the previous twelve calendar months.
VI.4. Nominations for officers shall take place the first two weeks of December in election years. The Webmaster and Secretary will assist in determining eligibility of the nominated persons to run for office. Elections shall take place on the Society website during the first week of January. The Webmaster is responsible for administering the election process. The newly elected officers shall assume office on February 1st of each year in with the new fiscal calendar.
VI.5. The terms of office for Board members shall not exceed two consecutive three-year terms in the same office for officer positions; Member at large positions will be two years in length with no term limits, this length is to allow for board continuity rather than having constantly switching members who must consistently relearn the duties and expectations of the position and also to allow for long term goals of the club.
VI.5.a The following positions will be up for elections starting in 2014 followed with new elections every 3 years: Vice-President, Secretary. In 2016 the following positions will be up for election followed by new elections every 3 years: President, Treasurer. Two Member at large positions will be elected in 2014 for two year terms and the remaining two positions will be up for election in 2016 and will consist of the most recently filled member at large positions as of the approval of these bylaws.
VI.6. Vacancies during the term may be filled for the unexpired portion of a term by the action of the remaining Board of Directors. Upon an opening on the board the board will seek volunteers from among the current membership and evaluate the suitability of candidates, then present them for a vote by the membership in the event of a contested position. If there is no contestation of a position then no vote will occur. Any position may be recalled and replaced by a two-thirds (2/3) vote of the Board when they display an inability or unwillingness to perform their duties. Should any Board member be absent from three consecutive regular meetings of the Board or miss two of the quarterly meetings within a fiscal year, they shall be removed without notice pending proof of lack of attendance. The Board may, at its discretion, excuse these absences if warranted. Any officer not performing the duties as described is subject to removal from that position and the board at large.
VI.7. The Board shall have full power to conduct, manage, and direct the business and affairs of the Society; and all powers of the Society are hereby granted to and vested in the Board.
VI.8. There is no compensation for acting as director or officer or being on a committee. This does not prohibit the Board from compensating a director, officer or committee person for his/her speaker’s fee and travel expenses if so authorized by the Board, nor is the Board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This is not to restrict the Board from funding any authorized financial business of the Society.
VI.9. Recall; In the event that the membership of the society is dissatisfied with the performance of a board members role as defined by the bylaws a recall election can be called by a total of 5 agreeing club members. This recall must be based on the failure of a Board member to perform their assigned duties as defined under sections VI. .11 and VI.13 or proof of the deliberate misuse of club resources for personal gain. A poll shall be posted in Members Only Announcements sub forum which shall run for 7 days. A 2/3 vote of the members who vote in the poll will be required to remove the member in question
VI.9 Conflicts of Interest
VI.9a Duty to Disclose; in connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
VI.9b Determining Whether a Conflict of Interest Exists; After disclosure of the financial interest and all material facts, and after any presentation by and/or discussion with the interested person, the interested party shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
VI.9c Violations of the Conflicts of Interest Policy; If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
VI.10. The Board must approve all expenditures. All checks or other documents transferring SDMAS funds in any form or amount shall be approved by at least two of the Officers (President, Vice President, Treasurer, or Secretary) as established in the Duties of the Voting Board Members.
VI.11 Given that the board is an elected body given trust by the membership the board can enter into confidential negotiations with other organizations which stand to benefit the club as a whole. The expenditures of such negotiations will remain in the treasurers report but their purposes will be redacted as confidential information required for the negotiations.