SAAA 2022 Directory & Buyer's Guide - 43

Section 7. Action Taken Without a Meeting
of the Board of Directors.
Any action required or permitted to be
taken at a meeting of the Board may be
taken without meeting if consent, setting
forth the action so taken, is approved
and executed in writing by a unanimous
vote of every member of the Board entitled
to vote. Consent may be executed
concurrently in one or more counterparts,
including execution of a facsimile,
telecopy or email versions having the signature
of the member thereon, each of
which shall be deemed an original and
all of which together shall constitute one
and the same instrument. Such consent
shall have the same force and effect as
a unanimous vote at a meeting and may
be stated as such in any document or instrument
filed with the Secretary of State.
Section 8. Quorum.
The presence of a majority of members of
the Board shall constitute a quorum for the
transaction of business at any Board Meeting.
The act of a majority of the Directors
present at any meeting at which a quorum
is present shall be an act of the Board,
except as otherwise specified herein.
Section 9. Absences.
Should a member of the Board have three
(3) consecutive absences from regularly
scheduled meetings of the Board, his or her
directorship shall automatically terminate.
Section 10. Vacancy.
A vacancy on the Board (by death, resignation,
removal, or under Article VIII, Section
5) may be filled by the President appointing
a successor whose appointment
is ratified by a majority vote of the members
of the Board. A Director appointed
to fill a vacancy shall serve the unexpired
term of his or her predecessor in office.
Section 11. Duties of the Board of Directors.
The Board, being the governing body of
the Association, shall supervise the activities
and business affairs of the Association,
provided such general powers shall
be executed to further the declared objective
and purpose of the Association.
A. The Board shall employ an Association
Executive whose term and conditions
of employment shall be specified by the
Board.
The Executive Committee shall
have sole authority regarding the ongoing
compensation and other financial arrangements
for the Executive Director after
employment by the Board; provided, however,
that the Executive Committee shall
report to the Board the percentage of any
change in the Executive Director's salary.
B. The Board shall have the power to collect
such dues, fees and assessments as
are established by the Board.
C. The Board shall have the power to
censure, suspend or expel any member
who, after having full and fair opportunity
for a hearing with due process before the
Board, the Board determines has violated
these bylaws.
ARTICLE IX. COMMITTEES
Section 1. Executive Committee.
The Executive Committee shall consist
of the President, President-Elect, Vice
President, Secretary, Treasurer, President
of the Product Service Council and the
two (2) most recent Past Presidents that
are willing and able to serve and must
be employed by an Owner Member.
The President shall serve as Chairman of
the Executive Committee. The Executive
Committee shall be the Steering Committee
of the Association, subject to final
authorization and approval by the Board.
SAAA 2022 Directory & Buyer's Guide

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