Amended Bylaws, Final, April 2016 - page 3

Amended April, 2016
Page 3
C.
Notice of
special meetings
shall be given to the members at least ten (10) days prior to the
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meeting, in writing or by electronic communication.
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ARTICLE V
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BOARD OF DIRECTORS
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Section 1. General Powers.
The affairs of the Corporation shall be managed by its Board of Directors,
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which shall consist of not less than seven (7) nor more than thirteen (13) Directors.
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Section 2. Eligibility.
Individuals who are members of IACA in good standing for at least the previous
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one year (365 days) prior to the nomination process are eligible for service on the Board of Directors.
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Section 3. Number of Directors.
The number of Directors shall be a minimum of seven (7) and a
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maximum of thirteen (13). Of these, three (3) shall be designated as “At Large” Directors. The
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remaining positions shall be divided in such a way that an equal number of Artist/Craftsperson, Retail,
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Wholesale, representatives may be maintained.
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Section 4. Term of Directors.
By mail-in, paper ballot vote or by electronic vote of the IACA
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membership, Artist/Craftsperson, Retail, and Wholesale Directors shall be elected at the last quarterly
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meeting of each fiscal year for a three-year term, which will begin on January 1 of the ensuing year.
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The immediate Past President will automatically serve on the Board in the capacity of the Ex Officio,
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regardless of whether or not his/her term of service on the Board has expired.
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Section 5. At Large Directors.
Of the three “At Large” Directors, one shall be a Collector member
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and the other two being representatives of any membership category. They shall be elected by a
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majority vote by the Board of Directors at the last regular quarterly meeting in any fiscal year, for a term
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of one (1) year, to begin January 1
st
of the ensuing year. Following the initial one (1) year term as an At
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Large Director, that individual will be eligible for nomination and election to the Board of Directors and
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will be eligible to serve two (2) three (3) year terms. The year served in an At Large capacity will count
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as the first year of an elected three (3) year term.
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Section 6. Regular Meetings.
Regular meetings of the Board shall be held quarterly, at a time and
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place to be determined by the President.
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Section 7. Special Meetings.
Any Director can call a Special Meeting by notifying the President. The
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person or persons calling the meeting shall fix the time and place for the proposed meeting, and provide
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an agenda. Twenty-four (24) hours notification is required prior to a teleconference or, five (5) days notice
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for all Special Meetings that may require travel. The President also may call a special meeting of the
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directors for any emergency purpose so certified by the President. In this case, the meeting may be called
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by telephone notification to all directors, and no agenda need be provided in advance.
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