The affairs of the Association shall be managed by the Board of Trustees. The Board of Trustees shall serve the Association as follows: determine and communicate the strategic direction, set policies that guide the Association; ensure the fiscal health
and political strength of the organization; enhance the public image; serve, when needed, as the final level of appeal; provide resources to staff to meet the needs of the membership; and evaluate organizational outcomes consistent with the Articles
of Incorporation, the Constitution, and the Bylaws. It shall determine the time, place and agenda of the Annual Business Meeting and the Annual Board Meeting, determine the location of the principal office, and select the Chief Executive Officer.
With the exception of the Student Member and Chief Executive Officer, the Board of Trustees will be elected by the membership. The President-elect shall be elected by majority vote using ranked choice voting. Members at-large shall be elected using
ranked choice voting based on a mathematical election threshold determined according to the total number of candidates running for election.
The Board of Trustees shall consist of the officers, six (6) to eight (8) members-at-large, one (1) or two (2) Student Members, the Immediate Past President, and the Chief Executive Officer, ex- officio without vote. Despite the expiration of
a member’s term, the member shall continue to serve until his or her successor is elected and qualified, or until the earlier of his or her death, resignation, disqualification or removal, or until there is a decrease in the number of
members. Any member of the Board of Trustees may be removed for cause by a two-thirds vote of the full Board of Trustees. Any vacancy on the Board of Trustees, from whatever cause arising, except by reason of the expiration of a member’s
term shall be filled by selection of a successor by a majority vote of the remaining members of the Board of Trustees (even if less than a quorum); provided, however, that if such vacancy or vacancies leave the Board of Trustees with no members
or if the remaining members are unable to agree upon a successor or determine not to select a successor, the vacancy shall be filled by the prescribed election procedures. The term of a person elected or selected to fill a vacancy shall expire
at the end of the term for which such person’s predecessor was elected.
The individual members of the Board of Trustees shall have no authority to bind the Association except when acting as a Board or a committee established by the Board and granted authority to bind the Association.
A majority of the whole Board of Trustees shall be necessary to constitute a quorum for the transaction of business, except the filling of volunteer vacancies. If a quorum is present when a vote is taken, the affirmative vote of a majority of
those voting shall be the act of the Board of Trustees, unless the act of a greater number is required by law, the Articles of Incorporation, or the Constitution and Bylaws.
The Board of Trustees shall meet one time annually for the purpose of transacting such business as may properly come before the Association. The Annual Board of Trustees meetings and other meetings of the Board of Trustees shall be held on such
dates, at such times, and at such places as shall be fixed by resolution adopted by the of Board or otherwise communicated to the Chief Executive Officer and the members of the Board of Trustees. The Board of Trustees may at any time alter
the date for the next regular meeting of the Board of Trustees.
Special meetings of the Board of Trustees may be called by the President or any member of the Board of Trustees upon not less than three (3) days’ notice given to each member of the Board of Trustees, and the Chief Executive Officer, of the
date, time, and place of the meeting, which notice need not specify the purpose or purposes of the special meeting. Notice of any meeting of the Board of Trustees may be waived in writing at any time if the waiver is signed and filed with the
minutes or corporate records. Attendance at or participation in a meeting waives any required notice to the person attending or participating, unless he or she at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
The Board of Trustees may permit any or all of its members to participate in a regular or special meeting by, or through the use of, any means of communication, such as conference telephone, by which all members participating may simultaneously hear
each other during the meeting. A person participating in a meeting by such means shall be deemed to be present in person at the meeting.
Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without the meeting if the action is taken by all members of the Board of Trustees. The action must be proposed by the Chief Executive Officer and evidenced
by one or more written consents describing the action taken, signed by each member of the Board of Trustees, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective
when the last member of the Board of Trustees signs the consent, unless the consent specifies a different, prior, or subsequent effective date, in which case the action is effective on or as of this specified date. A consent signed under this
section has the effect of a meeting vote and may be described as such in any document.