By-Laws
ARTICLE V
DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall work to carry out the objects and purposes of the Society, as set out in Article II above. Specifically, it shall appoint committees to aid in the furtherance of the Society’s work, and it shall plan and conduct the meetings of the Society, arrange elections of officers, and supervise the Society’s publications program, including the choice of the Editors and Business Manager of Publications. Finally, it shall have the power to fill vacancies on the Executive Committee and on the Board of Directors until the next Business Meeting of the Society. In these matters, and in other things that will come before them, the Board of Directors shall report to the Society at its annual meeting, or at other sessions, on Board actions taken, as well as on matters contemplated by the Board in the interests of the Society. Meetings of the Board, as well as of the Society, shall be conducted according to Roberts’ Revised Rules of Order. All members of the Board shall have the right to vote; all actions of the Board must be approved by a simple majority of the Board of Directors. Meetings of the Board may be conducted in person or by such means as circumstances may require, including but not restricted to electronic forms of communication.
The President shall serve as Chairperson of the Board. In the event that the President can no longer serve, the Board shall elect one of the two Vice-Presidents as Acting Chairperson of the Board. The President shall also chair any Business Meetings. At the discretion of the Acting Chairperson so elected, another member of the Board may be appointed to serve in that capacity.
In situations where the Chairperson of the Board determines that decisions must be made before a Board meeting, a decision may be taken by polling the entire Board by such means as may be available and agreed upon by simple stipulation recorded in the minutes of the meeting. Actions may then be undertaken on the basis of such a vote, but these are temporary in nature unless ratified at an ordinary or extraordinary Board meeting.
It shall be the duty of the Secretary to supervise the preparation of an attest to the minutes of the Business meeting and all Board Meetings. In the event the Secretary is not in attendance, the Chairperson of the Board shall appoint a member of the Board to serve as Acting Secretary for that meeting. The Secretary shall also supervise voting at Business Meetings.
It shall be the duty of the Treasurer to prepare and keep the financial records of the Society and to prepare a financial report for the Business Meeting. The Treasurer shall work in conjunction with the Business Manager and the Finance Committee in ensuring the financial health of the Society. The Treasurer shall also have the power to hire such accountants as may be necessary to comply with the laws of the State of California.
