BOARD OF TRUSTEES
Section 1. General Powers.
The affairs of the Corporation shall be managed by the Board of Trustees, which shall have supervision, control, and direction of the affairs of the Corporation, shall determine its policies or changes therein within the limits of these bylaws, shall actively prosecute its purposes and have discretion in the disbursement of its funds. The Board of Trustees may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition and Qualifications.
The Board of Trustees shall be comprised of not less than eleven (11) but not more than fifteen (15) members, the exact number to be fixed by resolution of the Council of ASSH, as follows:
The Corporation’s Chair, President, Vice Chair, Secretary, and Treasurer (collectively, the “AFSH Officer Trustees”);
The Immediate Past President, President Elect, and President of ASSH (collectively, the “ASSH Officer Trustees”);
The ASSH Research Director;
Two members of ASSH (“ASSH At-Large Trustee”); and
(e) Up to four individuals (who are not required to be ASSH members) (“AFSH At-Large Trustees”).
Section 3. Tenure and Election.
The AFSH Officer Trustees, the ASSH Officer Trustees, and the ASSH Research Director shall serve on the Board of Trustees by virtue of their office for so long as they hold their respective offices.
One ASSH At-Large Trustee shall be elected and appointed by the Council of ASSH each year to serve a two-year term.
Up to two AFSH At-Large Trustees shall be elected and appointed by the Council of ASSH each year to serve a two-year term.
With the exception of the AFSH Officer Trustees, the ASSH Officer Trustees, and the ASSH Research Director who shall serve on the Board of Trustees for so long as they hold their respective offices, no Trustee may serve on the Board of Trustees for more than three (3) consecutive terms. Each Trustee shall hold office until his or her successor is duly elected and takes office.
Section 4. Regular Meetings.
The Board of Trustees may provide by resolution the time, date, and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.
Section 5. Special Meetings.
Special meetings of the Board may be called by or at the request of the President or any two Trustees.
Section 6. Notice.
Notice of any special meeting of the Board shall state the time, date, and place of the meeting and shall be given at least five (5) days prior to the date of such meeting; provided, however, in the case of a meeting held pursuant to Article VI, Section 10, notice may be given no less than twenty four (24) hours prior thereto.
Section 7. Quorum.
The majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, provided that a majority of the Trustees present are ASSH members. If a quorum is not present, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting.
The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these bylaws.
Section 9. Vacancies.
Any vacancy occurring in the Board of Trustees for any reason shall be filled by the persons designated in Section 2 of this Article who initially elected the Trustee whose position is vacant. A Trustee selected according to this provision shall fill the unexpired portion of the term.
Section 10. Telephone Conferences.
Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
Section 11. Mail Vote.
Any action which is required by law, the Articles of Incorporation or these Bylaws to be taken at a meeting of the Board of Trustees, or any other action which may be taken at a meeting of the Board of Trustees, may be taken by mail vote if the ballot, setting forth the action taken, shall be approved by all of the Trustees entitled to vote with respect to the subject matter thereof.