1) Develop and carry out the
purpose of the Association.
2) Supervise the financial activities of the
Association.
3) Approve committee appointments.
4) Fill vacancies of unexpired terms of the
officers.
5) Authorize programs and program expenses.
6) Determine dues.
7) Approve amendments to the Bylaws.
8) Determine the time and place of the Members'
Meeting.
9) Carry on other business incidental to the
Association's purpose.
Section C. Composition.
1) The Board of Directors shall
consist of the officers of the Association and other
persons appointed by the Board or elected by Association
Members, not to exceed a total of twenty members.
Association Members shall elect a minimum of fifteen
Board members. The remaining members may be appointed by
the Board, elected by Association Members, or the
positions may be left vacant at the Board's discretion.
2) Any person nominated and
elected, or appointed, to the Board of Directors shall
be an Association member in good standing for at least
one year prior to the term of membership.
Section D. Term of Membership and
Removal of Board Members.
1) The term of membership of the
elected members of the Board of Directors shall be
staggered to ensure continuity of operation, and shall
be for a period of six years. One-third of the elected
members' terms shall expire each biennium. The term of
membership shall be from June 1 of the election year
through May 31 of the sixth year following.
2) A member of the Board of
Directors may be removed from the Board for not
attending 2 regular Board meetings in succession, or by
a two-thirds vote of those members of the Board of
Directors (excluding the Board member whose removal is
being sought) present and acting as one body during a
regular or special meeting. In the latter case such
removal shall only be for good cause. In the event of a
vacancy resulting from such removal, or for any other
reason, a replacement shall be nominated by the
President and approved by a majority of the Board of
Directors.
Section E. Nominations.
At least two months prior to the
Members' Meeting, the Board shall elect a nominating
committee of no fewer than three Board members; the
committee members shall determine the Chair. The
committee shall present at least one slate of nominees
to the membership at the Members' Meeting.
Section F. Meetings.
The Board of Directors shall meet
as a formal body at least once Biennially.
ARTICLE VII — OFFICERS
Section A. Officers
Officers of the Association are
President, Vice President, Secretary, and Treasurer. Any
person elected or appointed to an Association office
must be a member in good standing for at least one year
prior to the beginning of the term of said office.
Section B. Responsibilities of
Officers
1. The President shall:
a) Preside at all Board
Meetings and Members' Meetings.
b) Call special meetings of the Board in accordance
with provisions of the Bylaws.
c) Appoint chairs of all committees except the
nominating committee.
d) Serve as ex-officio member of all
committees except the nominating committee.
2. The Vice President shall:
a) Preside at all meetings in
the absence of the President.
b) Perform such other duties as required by the
President or the Board.
3. The Secretary shall:
a) Keep the minutes of, and
record attendance at, all Board Meetings and
Members' Meetings.
b) Have available a copy of the Association Bylaws
and a list of its officers and committee chairs at
all meetings.
c) Keep the records and papers of the Association.
d) See that notices of all meetings are given at the
proper time.
e) Perform such other duties as required by the
President or the Board.
4. The Treasurer shall:
a) Maintain the Association's
financial records.
b) Collect and assume responsibility for all funds
received.
c) Disburse funds with the approval of, and in the
manner designated by, the Board.
d) Present financial reports at regular Board
meetings.
e) Prepare financial statements.
Section C. Election and Tenure
1. Nominations. Nominations
shall be the reponsibility of the Nominating Committee
as set forth in Article VI, Section E.
2. Election and Rotation.
The President and Secretary shall be elected at one
Members' Meeting and the Vice President and Treasurer
shall be elected at the next Members' Meeting.
3. Tenure. All officers
shall take office on June 1, and shall serve for a term
of two years or until their successors are elected and
assume office. Officers shall be eligible for election
for a second term of office immediately following the
first, but shall not then be eligible for reelection
until two years have passed.
4. Vacancies. In case of
any vacancy in office the remaining term of office shall
be filled by an appointment by the Board.
ARTICLE VIII — COMMITTEES OF THE
ASSOCIATION
Section A. Standing Committees
1. Committee Formation and
Duties. Standing Committees shall be established by
the Board to ensure the continuity of the Association.
The Board shall determine the duties of Committees.
2. Committee Chairs.
Chairs of Standing Committees shall be appointed by the
President and serve a term of two years. Committee
chairs may be reappointed.
Section B. Special Committees
Special Committees may be
authorized by the Board to carry out programs or
projects of the Association.
Section C. Executive Committee
The officers of the Association
shall constitute an Executive Committee with the
responsibility for carrying out the policies set forth
by the Board of Directors.
ARTICLE IX – MEETINGS AND QUORUM
Section A. Regular Board Meetings
1. Meeting Schedule. Regular
meetings of the Board shall be held at a time and place
designated by the Board.
2. Notification. Board
members shall be notified in writing at least one month
before the meeting is held.
3. Quorum. Ten members of
the Board shall constitute a quorum.
Section B. Special Board
Meetings.
1. Meeting Schedule. Special
meetings shall be held at a time and place designated by
the President.
2. Purpose. Only business
for which notice has been given shall be transacted.
3. Notification. Board
members shall be notified of the meeting and its
purpose, at least one month before the meeting is held.
4. Quorum. A majority of
the Officers shall constitute a quorum.
Section C. Executive Committee
Meetings
1. Meeting Schedule.
Meetings of the Executive Committee shall be held at a
time and place designated by the President.
2. Purpose. Only business
for which notice has been given shall be transacted.
3. Notification. Board
members shall be notified of the meeting and its
purpose, at least one month before the meeting is held.
4. Quorum. Three members
of the Executive Committee shall constitute a quorum.
Section D. Members' Meeting.
1. Meeting Schedule.
Members' Meetings shall be held, at a time and place
designated by the Board.
2. Purpose. The purpose
of the Members' Meetings is to elect officers and to
conduct such other business as may properly arise.
3. Notification. Members
shall be notified in writing at least one month before
the Members' Meeting is held.
4. Quorum. The quorum for
Members' Meetings shall consist of the members present.
ARTICLE X — PARLIAMENTARY AUTHORITY
The latest edition of Robert's Rules
of Order shall govern the proceedings at executive committee
meetings, board of directors meetings and members' meetings.
ARTICLE XI — ADOPTION OF ARTICLES
OF ASSOCIATION AND BYLAWS
These Articles of Association and
Bylaws shall be the governing document of the CHARM Association
following approval by a
two-thirds majority of all Association Members in good
standing who vote by ballot at the Biennial Conference in
2001.
ARTICLE XII - AMENDMENTS TO THE
ARTICLES OF ASSOCIATION AND BYLAWS
Section A. Proposed Amendments
Amendments to these Bylaws may be
proposed by a committee appointed for the purpose, or
submitted to the Board by a member in good standing when
the proposal is accompanied by a petition containing the
signatures of not fewer than fifteen members of the
Association in good standing.
Section B. Adoption of Amendments
Amendments of these Bylaws shall be
adopted if approved by a majority vote of the Board of
Directors at any Regular or Special Board Meeting,
provided that notice of the proposed amendments is
submitted to all Board members in writing, at least one
month before the said meeting.
