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NAVUB - Article V

Board of Directors

1.     PURPOSE: The affairs of the Association shall be managed by or under the direction of the Board.

2.     TENURE AND ELECTION: The elected officers of the Association and the Immediate Past President, in the first year after the completion of his or her term as President, shall comprise the Board, and each director shall serve in such capacity for the length of his or her term as an officer.  Thus, there will be seven (7) elected and voting directors, (and the Immediate Past President without the right to vote, as described in Article IV, Section 7(b)), each of whom will be elected pursuant to the election procedure for officers described in Article IV.

 3.     REMOVAL AND RESIGNATION.  A director may resign at any time by written notice delivered to the Secretary.  A resignation is effective when the notice is received by the Secretary, unless the notice specifies a later effective date.  A director may be removed, with or without cause, by a two-thirds (2/3) majority vote of the institutional members.  Removal of a particular director shall also constitute the removal of such director in his capacity as an officer.  Any director removed pursuant to this provision shall have his or her term filled by the person appointed to fill the removed director’s office as provided in Article IV, Section 6.

4.     ANNUAL BOARD MEETING.  The President shall call an annual Board meeting (the “Annual Board Meeting”) to be held at least one (1) but no more than four (4) business days before the start of the Annual Conference for feedback on the details of the conference, commission reports, and the proper conduct of any other NAVUB business.

 5.     REGULAR BOARD MEETINGS.  The first regular Board meeting shall be called by the President at the close of each Annual Conference.  Additional regular meetings of the Board shall be held within an eight (8) month period after the close of the Annual Conference, but not earlier than forty-five (45) days after its close.

6.     SPECIAL MEETINGS.  A majority of the directors or the President may call a special meeting of the Board.  If a special meeting is called, it shall be held on such date, at such time and place as the Board shall determine.

7.     NOTICE.  Notice of the Annual Conference and the Annual Board Meeting shall be sent to the members of the Board no later than thirty (30) days prior to the Annual Conference.  Notice of regular meetings shall be sent to the Board at least four (4) business days prior to each regular meeting.  Notice of special meetings shall be delivered to each director not less than seven (7) business days prior to each special meeting.  For purposes of determining the form of notice for Board meetings, the members of the Board shall specify in writing to the Secretary whether he or she would prefer notice via certified mail, facsimile or electronic mail.  Attendance of a director at any Board meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

8.     QUORUM.  A quorum shall consist of a majority of the directors duly elected to the Board and entitled to vote.  Unless otherwise required by law, all effective Board action will be by majority vote of those present at a meeting at which there is a quorum.

9.     ACTION WITHOUT A MEETING.  Any action required to be taken at a meeting of the Board or any other action that may be taken at a meeting of the Board may be taken without a meeting if a consent in writing shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

10.     MEETING FORMS.  Other than the Annual Board Meetings and first regular Board meetings, all subsequent Board meetings may be conducted electronically or telephonically, as long as all Board members have access to the medium chosen for the meeting and all participating Board members can communicate with each other during the meeting.  All rules and protocols that are applicable for face-to-face meetings shall apply to all non-face-to-face meetings.

11.     BOARD INSURANCE. The Association will purchase insurance for the Board of Directors to cover any and all members' actions or non-actions while a member of the Board.

 

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