Section 3.5 Termination. Membership in the
Association shall terminated upon the occurrence
of any of the following:
a. The death of the member,
b. The written resignation by the member to the
secretary,
c. Non-payment of dues as provided in section 3.4.2,
d. Failure of member to adhere to the Association’s
Bylaws.
Section 3.6 Membership certificates. Membership
certificates shall be issued by ASPAN.
ARTICLE IV
MEETINGS
Section 4.1 Annual meeting. The Association
shall hold an annual meeting of members for the
purpose of conducting educational, professional or
business activities. The meeting shall be held at a
time and place to be determined by the Board of
Directors.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Powers. The Board of Directors shall
manage the affairs of the Association as provided
for in the Bylaws or as may be necessary in the
furtherance of the purpose of the Association.
Section 5.2 Number and qualifications. The Board
of Directors shall consist of five (5) directors and
five (5) officers. See Section 3.3 privileges.
Section 5.3 Term of office. The term of office of
each director shall be for two years. The term of
office shall commence on July 1 following the
election. Term will end when the director successor
has been elected. Section 5.4 Vacancies. Any
vacancy occurring on the Board of Directors shall be
filled by the majority vote of the remaining members
of the board. Any person so elected shall serve for t
he balance of the unexpired term.
Section 5.5 Election. Directors shall be elected by
the members. Section 5.6 Meetings. The Board of
Directors will meet at least semi-annually. The Board
of Directors may provide, by resolution, the time and
place for holding additional meetings without notice
other than such resolution. Written notice of the
meeting shall be given at least thirty (30) days prior
to the date fixed.
Section 5.7 Quorum. A majority of the Board shall
constitute a quorum with each member of the Board
entitled to one vote.
Section 5.8 Action without a meeting. Unless
otherwise restricted by law or by the Articles of
Incorporation, any action required or permitted to be
taken by the Board may be taken without a meeting
if all the Directors consent in writing, fax or telephone
to such action.
Section 5.9 Removal of Director. A director,
regardless of the manner of election or appointment,
may be automatically removed by a two-thirds (2/3)
affirmative vote for such removal, when in its judgment
the best interest of the Association would be served.
Such action shall provide that the director, upon request,
has an opportunity to have a hearing providing for due
process as described in Robert's Rules of Order Newly
Revised.
Section 5.10 Compensation. Board members shall
serve in a voluntary capacity but may receive position-
related compensation/reimbursement for expenses as
set forth in Policy & Procedure.
Section 5.11 ASPAN Representatives (2) to
Representative Assembly. The Association as a
component of ASPAN will have two representatives to
the representative assembly with voting powers.
The V.P.shall join in attendance as an alternative,
as needed.