ARTICLE VI. BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors starts with nine (9) founding organizing
committee members and shall eventually consist of a total of fifteen (15)
Directors, including three (3) elected Network officers (president,
president-elect, and the immediate past-president). One chair and one
chair-elect will be elected from the founding organizing committee members
at the inaugural Network meeting. Starting at the second annual meeting of
this Network, a Board Chair-elect shall be elected annually to serve one
(1) year as Board Chair-elect prior to succeeding to the office of the
Board Chair.
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Section 2. Duties
The duties of the Board of Directors are to carry out the objectives of
the Network as stated in these Bylaws, including but not limited to:
A. Approve, amend and interpret the Bylaws.
B. Nominate Presidential candidates and be responsible for the election
of the President-elect and the re-confirmation before taking office.
C. Elect Board of Directors and the Board Chair-elect as well as for
the re-confirmation of Board Chair-elect before taking office.
D. Approve President’s operational plan and annual report as well as
the annual budget.
E. Set forth specific financial rules from time to time to regulate the
financial transaction of the Network.
F. Create special committees from the membership of the Board of
Directors of the Network to act on specific matters, when necessary.
G. Report all of its activities to the General Meeting.
H. Exercise final authority over and shall manage the business and
financial affairs of the Network, including, but not limited to, the
acquisition, management, control and disposition of property and the
authorization of all contracts on its behalf; the Board of Directors may
delegate portions of such authority to the Executive Committee.
Section 3. Execution of duties
Each director including the Chair of the Board of Directors shall hold
one vote. Unless otherwise specified in the Bylaws, duties will be
executed based on a two third majority vote.
Section 4. Term and Election
A. Term
The term of the Chair and Chair-elect shall be only one (1) year. The
Chair cannot be reelected to serve additional terms in the same office
within two years after retiring from the previous term.
The term of the
Directors should be three (3) years for the maximum of two (2) full
terms.
B. Elections
Elections shall be such that the Chair-elect of the Board of the
Directors and four (4) Directors shall be elected each year starting at
the second annual meeting of the Network. The number of directors to be
elected each year shall be determined by the Board but not to exceed the
total of 15 members.
B1. Directorship
Director candidates shall be co-nominated by at
least three members from the Board of Directors. The Directors must be
elected by the full board unanimously.
B2. Board Chair and Chair-elect
One chair and one chair-elect will
be elected from the founding organizing committee members at the inaugural
Network meeting. Starting at the second annual meeting of this Network, a
Board Chair-elect shall be elected annually to serve one (1) year as Board
Chair-elect prior to succeeding to the office of the Board Chair.
Chair-elect of the Directors are elected among the directors by the
unanimous votes of the Directors. No one shall hold both posts of the
President of the Network and the Chairman of the Board of Directors
simultaneously. In the event that a candidate wins the election for both
posts, the candidate must choose one or the other to serve.
Section 5. Vacancies
A. When the Board of Directors fails to elect new members of the
directors, the Director’s position shall remain vacant until the next
election.
B. In the event that the Board Chair is unable to serve, chair-elect
will serve for the remaining term of the Chair.
Section 6. Budget and Audit
A. The financial operations of the Network shall be guided by a budget
which shall be initiated by the President and forwarded to the Finance
Committee. After consideration by this committee, the budget shall be
presented to the Board of Directors for approval by a two-third majority
vote.
B. An audit of the Network’s accounts will be made annually by a
certified public accountant. It will be presented to the Board of
Directors and a copy will be made available, upon request, to any members
of the Network.
Section 7. Meetings
A. The Board of Directors shall hold quarterly meetings, including a
meeting prior to the Annual Meeting and shall meet at such times and
places as may be designated by the Board of Directors.
B. The President and the Board Chair of the Network may call special
meetings of the Board of Directors at any time and must call a special
meeting at the written request of any three (3) members thereof.
C. The Chair of the Board of Directors shall give written notice of the
time and place of regular or special meetings to each Director not less
than seven (7) days prior thereto.
D. A two third majority of the members of the Board of Directors shall
be necessary to constitute a quorum for the transaction of business unless
otherwise specified in these Bylaws.
E. Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
Section 8. Disciplinary action
A. The Board of Directors is responsible for conducting on hearings of
allegations of detrimental conduct to the Network by any members of the
Network.
B. The Board of Directors shall recommend appropriate disciplinary
actions, including but not limited to written warning, revocation of
voting privileges and dismissal from the Network, in its best judgment for
the purpose of maintaining the highest professional standard of the
Network as stated in these Bylaws.