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Article VIII -- Board of Directors

Section 1. General Powers. The property and affairs of the College shall be managed directly under the authority of its Board of Directors. The Board of Directors shall review the performance of the executive director, as defined in Article X, prior to renewing the executive director’s employment contract.

Section 2. Number and Tenure. The Board of Directors shall consist of  nine (9) elected directors, one (1) young physician director, officers of the College, the speaker and speaker-elect of the House of Delegates, and immediate past president of the College.

(a)  Elected directors shall take office upon their induction at the annual membership meeting following their election and shall serve for a term concluding at the third succeeding annual membership meeting, and until their successors shall be duly elected and qualified, or until their death, resignation or removal, provided, however, that the terms of the elected directors shall be staggered so that  three (3) elected directors shall be elected prior to each annual membership meeting to succeed the  three (3) elected directors whose terms shall expire at that meeting.

(b)  The young physician director shall be elected every third election cycle or as needed if a vacancy for the young physician director exists and every third election cycle thereafter.  The term of office shall be one three (3) year term concluding at the third succeeding annual membership meeting, and until their successor shall be duly elected and qualified or until his or her death, resignation or removal.

(c)  The officers of the College shall serve as members of the Board of Directors during their terms as officers.

(d)  The immediate past president shall serve for the year immediately following his or her term of office.

(e)  The speaker and speaker-elect of the House of Delegates shall serve as members of the Board of Directors during their terms in these offices.

Section 3. Qualifications.

(a)  Only Fellows and Masters may serve as an elected (e.g. other than young physician) director.

(b)  The young physician director must be an active member, Fellow or Master.  The young physician director must be under 40 years old at the time of his or her election, which shall be considered the last day of voting eligibility for that election.  The young physician director may not run again as a young physician director except as provided for in Section 5(e) of this article but may run for an elected director position.

(c)  Individuals elected to the Board of Directors may succeed themselves but may not  run for more than two (2) consecutive three (3) year terms, except as provided for in Section 5(e) of this article.

(d)  No individual may serve more than 8 consecutive years as a director.

(e)  A director may serve as an officer following his or her term as director.

(f)  An officer may serve as a director following his or her term of office as an officer.

Section 4. Nomination, Election

(a)  Nomination

The Candidate Selection Committee (CSC) will be responsible for providing recommendations to the Board of Directors for director and officer candidate nominations. It will be comprised of seven individuals: Those officers installed at the next annual membership meeting as the President-Elect, the Vice-President, the Immediate Past-President, the Speaker-Elect, and the Recorder of the House of Delegates; and two members of the House of Delegates Internal Affairs Work Group. The CSC will be chaired by the President-Elect.

(i) The Candidate Selection Committee shall nominate two (2) candidates for each directorship and a first and second alternate candidate, in case a nominated candidate cannot stand for election, to be filled in the next election of directors. The Candidate Selection Committee shall consider as potential candidates incumbent directors whose terms of office are expiring, who are eligible to be reelected, and who have been recommended for continued directorship by current members of the Board of Directors.

(ii) For every third election or as required by a vacancy, the Candidate Selection Committee shall nominate two (2) candidates and one (1) alternate for the young physician director position.

(b)  Election

(i)   Each voting College member shall be entitled to one (1) vote for each directorship to be filled, provided, however, that a member may cast no more than one (1) vote for any nominee for director. Those nominees receiving the most votes (up to the number of directors to be elected) shall be elected.

( ii)  Voting for the election of directors and officers shall be conducted by secret ballot. Election ballots shall be distributed by method(s) determined by the Board of Directors no later than November 1. Names not on the ballot may be written in. Only those ballots that have been received at the place designated for return by December 15 may be counted. The results shall be announced no later than the annual membership meeting.

Section 5. Vacancies.

(a) Vacancies created by elected directors who cannot fulfill their position shall be filled by those director candidates who receive the next highest number of votes in descending order as identified by the tabulation that year after the three director slots have been filled.

(b)  Vacancies created by the young physician director who cannot fulfill the position shall be filled by the young physician candidate who received the next highest number of votes for young physician director.  If that individual is not able to serve, the young physician candidate nominated as alternative young physician director shall become the young physician director.  In either situation the young physician candidate must meet other qualifications for the position as would have existed at the time of his or her election.

(c)  A director filling a vacancy will serve until the completion of the term of the elected director they replace and until their successor shall be duly elected and qualified or until his or her death, resignation or removal.

(d)   In the event that no elected director or young physician director is able or willing to assume the elected director or young physician director position as per Section 5(a) and (b), the director position shall remain vacant until the next general election.

(e) Those elected directors and young physician director filling unexpired terms shall be eligible to run for a full term as an elected or young physician director at the end of the unexpired term that they have filled so long as they meet other qualifications for the position.

Section 6. Meetings.

(a) Regular meetings of the Board of Directors shall be held no less than 3 times each year at a time and place determined by the Board. One of those meetings shall take place no more than 10 days prior to the annual meeting of the members of the College.

(b) Special meetings of the Board of Directors may be called by the president or by any five (5) members of the Board of Directors and may be held at any place and at any time designated in the call of the meeting.

(c) Written notice of the time and place of each meeting of the Board of Directors shall be delivered to each director by mail or other electronic means approve by the Board of Directors no fewer than ten (10) days prior thereto; provided, however, that twenty (20) days written notice shall be provided with regard to any meeting of the Board of Directors or the membership that considers the removal of any director.

(d) A majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors.

(e) The act of a majority of the members of the Board of Directors present and voting at any duly called meeting at which a quorum is present shall be the act of the Board of Directors, except where the act of a greater number is required by law, the articles of incorporation or these bylaws.

(f) Directors may, where feasible, participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.

Section 7. Removal of Directors. A director may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy, at a regular or special meeting of the members of the College, or by the affirmative vote of three-quarters (3/4) of all Board members eligible to vote at a regular or special meeting of the Board of Directors of the College; provided, however, that written notice that a purpose of the meeting is to vote upon the removal of one (1) or more directors named in the notice shall have been delivered to all members entitled to vote thereat. Only the named director or directors may be removed at such a meeting.

Section 8. Cause for Removal. Cause for removing a director shall include, but not be limited to commission of any of the following acts:

(a) failure by a director to attend more than sixty percent (60%) of the meetings of the Board of Directors in any 24 month period, or three consecutive meetings, without reasonable cause;

(b) determination that the director has failed to comply with the code of ethical conduct of the College;

(c) fraudulent or dishonest conduct or gross abuse of the position of director to the detriment of the College.

Section 9.  Implementation

(a) This section shall supersede the total number of elected directors as in Section 2, Section 2(a) and Section 5(a) for a three year period following adoption of these amendments to the bylaws.

(b) At the end of the three year period following adoption of these amendments to these bylaws, this section will become null and void and will be removed from the bylaws without further action needed by the membership.

(c) The number of elected directors shall be as follows:

(i)  In the year following adoption of these amendments, there shall be 12 elected directors, 4 of which shall have 3 year terms, 4 of which shall have 2 years remaining on their term and 4 of which shall have 1 year remaining on their term.

(ii)  In the subsequent year starting with the annual meeting until the following annual meeting there shall be 11 generally elected directors, 3 of which shall have 3 year terms, 4 of which shall have 2 years remaining on their term and 4 of which shall have 1 year remaining on their term.  There shall be one elected young physician director.

(iii)  In the next subsequent year starting with the annual meeting until the following annual meeting there shall be 10 generally elected directors, 3 of which shall have 3 year terms, 3 of which shall have 2 years remaining on their term and 4 of which shall have 1 year remaining on their term.  There shall be one elected young physician director.

(d) Vacancies for the generally elected directors shall be filled as per Section 5(a) except that the vacancies shall be filled by the director candidate who received the next highest number of votes in descending order, as identified by tabulation that year after the total number of director slots for that year and tenure have been filled.