2011-2012 CMAA Yearbook and Member Directory - 29

ASSOCIATION MANAGEMENT

Section 2. Manner of Election.
The Board of Directors shall consist of thirteen (13) Directors, one of whom shall be the immediate Past President of the Association, three (3) of whom shall be Officers as prescribed under Article VII, and nine (9) of whom shall be Directors elected for a term of three (3) years, with three (3) such Directors being elected each year by the members in person, by voting authorization, or by absentee ballot at the Annual Meeting at the Annual Conference, by a ballot which shall be prepared by the Executive Vice President and distributed to each eligible member. Members shall cast three (3) votes on their ballot for the Board of Directors, regardless of the number of positions on the Board to be filled, including vacancies resulting from the election of officers. Ballots showing a number of votes other than three (3) shall be void and shall not be counted.

Section 3. Eligibility.
Directors of the Association shall be Active members or Active members having Continuation while Unemployed status. In the event that a Director is unemployed and remains so during the term as Director, the Director may continue to serve as a Director for a period not to exceed twelve (12) months. Directors are eligible for re-election during that period, but such re-election does not extend the twelve (12) month period. Any Director leaving the club field for another line of work shall be ineligible to serve as Director.

Section 4. Term of Office.
The Directors, except for the President, Vice President and the Secretary-Treasurer, shall be elected for a term of three (3) years, and it shall be so arranged that three (3) Directors shall be elected by the membership at the Annual Meeting for such terms each year. The President, Vice President and Secretary-Treasurer shall be elected for one (1) year terms and during such terms they shall also be members of the Board of Directors. The retiring President shall become an appointive, ex-officio member of the Board of Directors at the time the elected successor takes office and shall remain as an ex-officio member for one (1) year or until the successor as President has retired from office, whichever occurs last. The retiring President shall retain the right to vote as Director for as long as the retiring President shall be an ex-officio member of the Board of Directors. No Director shall serve more than two (2) elected consecutive terms, unexpired terms included, in other than the capacity of an officer. In voting for Directors, the three (3) candidates receiving the highest number of votes shall be declared elected as Directors for the three (3) year term, and the candidate receiving the next highest number of votes shall be declared a Director for the two (2) year or one (1) year term if there is a vacancy, and so on until all vacancies have been filled. In case of a tie ballot for a particular vacancy, a new ballot shall be taken to determine which of the candidates is to fill such vacancy.

Section 5. Meetings. A. Regular.
A regular meeting of the Board of Directors shall be held immediately following the annual election. Regular meetings of the Board shall also be held at such time and places as the Board may by resolution decide. Regular meetings may be called by the President or the Secretary-Treasurer, by giving each Director ten (10) days notice by mail or other mode of transmittal.

B. Special Meetings.
Special Meetings of the Board may be called at any time by the President or the Secretary-Treasurer in the same manner as the regular meetings are called, by giving to each Director three (3) days notice by mail or other mode of transmittal.

C. Use of Communication Equipment.
A member of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

D. Waiver of Notice.
Any notice in these Bylaws prescribed may be waived, and attendance at the meeting shall be construed as a waiver of notice thereof.

E. Quorum.
A majority of the members of the Board of Directors then in office constitutes a quorum for the transaction of business. Any less number may adjourn from time to time until a quorum is present.

Section 6. Order of Business.
The Board of Directors may, from time to time, determine the order of business at their meetings.

2011-2012 CMAA Yearbook and Member Directory

Table of Contents for the Digital Edition of 2011-2012 CMAA Yearbook and Member Directory