E. ARTICLE 4: BOARD OF TRUSTEES
1. Powers: Subject to any limitations in these Bylaws, as amended from time to time, all of the activities and the affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.
2. Number of Trustees: The Board of Trustees shall consist of not less than nine (9), nor more than twenty (20) Trustees, with the exact number of Trustees to be determined by the Board from time to time. The Board shall be composed of three classes of Trustees: (a) corporate officers, as described in Paragraph F1. below, (b) "at large" Trustees and (c) Affiliate Association representatives. Regardless of the class in which a Trustee belongs, no Trustee shall serve more than two successive terms as a member of the Board. Other than the foregoing classifications, the rights, obligations and duties of all Trustees shall be identical, and shall be the rights, obligations and duties assigned to "directors" of California nonprofit corporations, as specified by the California Corporations Code. A quorum of the Board shall be determined not by reference to the total authorized directors, but rather by reference to the total number of Trustees then in office.
(a) Corporate officers, who shall automatically be Trustees upon their election to corporate officers in the manner and for the terms provided by these Bylaws; an officer may not concurrently serve as an "at large" or Affiliate Association Trustee.
(b) "At large" Trustees shall be elected for terms of three years each by the Association’s membership from the region they are to represent, in the manner prescribed by the Guidelines of the Association. Where there is more than one nominee for a position, a ballot shall be mailed to all voting members within the region they represent within 60 days after the close of nominations.
(c) Affiliate Association representatives shall occupy no more than one-third of the then total authorized number of Trustees, and shall be selected by their respective Affiliate Associations. The Board of Trustees shall determine, in the event of a conflict, how many total Affiliate Association representatives may be elected as Trustees any year. Subject to the foregoing, an Affiliate Association may elect or otherwise designate (according to the procedures of the Affiliate Association) one Trustee for each one thousand members of the Affiliate Association; provided, however, that no Affiliate Association may elect more than three Trustees to serve on the Board at any time. Each Affiliate Association representative shall serve as a Trustee for a term of three years.
3. Eligibility: Any voting member of the Association shall be eligible for nomination and election to the Board of Trustees, provided that with the exception of the President, (who shall have been President-Elect and will be Past President) no Trustee shall be eligible for nomination to the Board for more than two successive terms.
If nominated and elected, the President may serve on the Board for a maximum of four (4) successive terms as follows: One (1) year as President Elect, three (3) years as President, one (1) year as Past President and one three year term as a trustee either before or after serving in the Presidential series of terms in office.
4. Term of Office: Trustees will serve for a three-year term of office, except that in the first year after the adoption of these Bylaws all Trustees except the President in office and the President-Elect become eligible for re-election. The President in office will continue to serve for the period elected and the President-Elect will serve for the new period as defined in these Bylaws.
The terms of office for other office bearers and Trustees will be staggered to allow for elections that will provide some continuity for the Board. The staggering of these terms of office will be defined in the Association Guidelines to these Bylaws.
5. Office Commences: All Trustees and office bearers shall commence their terms of office beginning January 1st of the year immediately following their election.
6. Vacancies: A vacancy on the Board of Trustees shall be deemed to exist in the event that the actual number of Trustees is less than the authorized number for any reason. Vacancies may be filled by the Board for the unexpired portion of the term remaining.
7. Resignation and Removal of Trustees: Resignation of any Trustee shall be effective upon receipt of written notice by the Secretary. The Board of Trustees may remove a Trustee who has been declared of unsound mind by final order of court or convicted of a felony or found by a final judgment of any court to have breached the Standard of Care provided for in these Bylaws. A Trustee may be removed without cause prior to the expiration of their term only by a vote of a majority of the members in accordance with these Bylaws. Trustees who miss two consecutive meetings will be automatically removed from office unless they request and are granted exception by the Board.
