0. - Bayhdolecentral

Board as long as they hold the office
by reason of whichthey are authorized
to serve on the Board, individually
hereinafter referred "to as "Board
member". With the exception of the
President, President-Elect and the
Immediate Past President, all officers
shall serve two-year terms. Their
terms will be staggered so that half
will be elected each year. The
President-Elect shall be elected at the
Annual Meeting of the Association, to
serve for a period of one (1) year
immediately after which the President­
Elect shall assume the office of the
President for a one (1) year term at
the end of which the President shall
become the Immediate Past President
and shall serve a one (1) year term on
the Board.
B. Meetings/Replacements: The
Board shall hold a meeting at the
same place as, and immediately prior
to, the Annual Meeting of the
Association. The Board, including
those members elected at such
Annual Meeting, shall also meet
immediately after such Annual
Meeting. Other meetings of the Board
shall be held at such times and
places, within or without the state of
incorporation, as the Board may
decide, or at the call of the President,
or upon the written request of a
majority of the Board addressed to the
Vice President for Finance.
The functions and responsibilities of
the Board shall include advice and
counsel to the President on all matters
affecting the Association's activities;
ongoing liaison with and annual
review of committee activities; review
and approval of the Association's
major financial activities, including the
annual budqet; review and
recommendation of new programs for
the Association; review and
recommendation of changes in the
Association's policies and procedures;
and supervision of the Association's
business affairs.
Fifty-one percent (51%) of the
Board present in person shall
constitute a quorum for the purpose of
transacting business at any meeting of
the Board, but in the absence of a
quorum, those present at the time and
place set for the meeting may take an
adjournment, from time to time until,
without further notice, a quorum shall
be present.
In the event of death, resignation,
inability of the President to perform his
or her duties, or transfer to Affiliate
Member status, the President-Elect
shall assume the responsibilities of
the President immediately.
In the event of the death,
resignation, inability of the President­
Elect to perform his or her duties, or
transfer to Affiliate Member status, the
Nominating Committee shall nominate
a new President-Elect for election by
the Members and Members Emeritus.
In the event of the death,
resignation, inability of any other
Board member to perform his or her
duties, ortransfer to Affiliate Member
status, or in the event of the
unscheduled vacancy of such office:
a) if such Board member is in the first
(1st) year of 'he two (2) year term
when the action necessitating the
change occurs, the Board shall have
the power to elect a successor to
serve out the term of his or her
predecessor; b) if such Board member
is in the second (2nd) year of the two
(2) year term when the action
necessitating the change occurs, such
Board member shall serve until the
end of the two (2) year term or the
Board position shall remain vacant.
C. Executive Committee: An
Executive Committee shall be
comprised, at a minimum, of the
President, President-Elect, and the
Immediate Past President. The
President may appoint additional
Board members to the Executive
Committee on an ad hoc basis. The
President may convene a meeting of
the Executive Committee when it is in
his or her judqment that an urgent and
serious circumstance requires a timely