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GASSA-2018 DIRECTORY

Section 5.13 Voting and

Section 5.13 Voting and Proxies. – Board Members. Board Members entitled to vote may do so at any duly called Board meeting, in person, or by written proxy, signed (electronic signature is acceptable) and dated, and filed with the President of the Association before the meeting at which the proxy is to be exercised is called to order. No proxy shall be valid after one (1) month from the date of its execution, unless otherwise provided in the proxy. A proxy is revocable at any time before it has been exercised. Section 5.14. Action by Quorum. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. Voting may be via e-mail. Section 5.15. Compensation of Directors. Directors, as such, shall not receive any salaries or other compensation for their services as Directors, per se, but nothing herein contained shall be construed to preclude any Director from doing business with the Association or serving the Association in any capacity other than as Director and receiving compensation, payment or remuneration, provided, however, that any such business arrangement between the Association and a Director of the Association shall be disclosed to and specifically approved by the Board of Directors and in compliance with the GASSA conflict of Interest policy. Section 5.16. Action of Directors Without Meeting. Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by a majority of members of the Board of Directors. The action shall be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, 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 director signs the consent, unless the consent specifies a different effective date. Section 5.17. Attendance by Telephone or Videoconferencing. Any one or more Directors or members of a committee may participate in a meeting of the Board of Directors or committee by means of a conference telephone, video conference, teleconference or similar communications device which allows all persons participating in the meeting to hear each other simultaneously, and such participation in the meeting shall be deemed present at such meeting. 48

Section 5.18 Rules of Order. Robert’s Rules of Order should be the mechanism of operation for the GASSA Board of Directors’ Meetings. ARTICLE VI OFFICERS Section 6.1. Officers. The Executive Officers of the Association shall be a President, President Elect and Past President. The Term of Office for these Executive Officers shall be one (1) year. The President Elect shall be elected by the Full Members of the Association. Following service as President Elect, the individual automatically moves to President and then to Past President. Nominations for President Elect shall be accepted at the same time that nominations shall be accepted for the Board of Directors. Individuals nominated as President Elect must be a current member of the GASSA Board of Directors or have served on the Board within the last three years. The Ballot shall include those listed as nominated to be President Elect. Full members may vote for those nominated for President Elect separate from voting for those members to be elected to the Board of Directors. The highest number of votes from Full members will determine the elected President Elect. If there are no nominations for President Elect or if the voting does not result in a President Elect who is either nominated or consent to serve, then the Board of Directors shall elect the President Elect and/or President from the eligible Full Member membership of the Association. The Board of Directors may elect or appoint such other officers, including one or more Secretaries and one or more Treasurers, as it shall deem reasonable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No more than one office may be held by the same person. Executive Officers (President, Past President and President elect) shall by virtue of their office be members of the Board of Directors. 49