BOARD OF DIRECTORS
ARTICLE IX - BOARD OF DIRECTORS
Section 1. SELECTION
The President, Vice President, Secretary, and the five (5) Chapter Directors, along with the Immediate Past President and the Tournament Committee Chairperson and an Independent Director (a Section Member) shall serve as the Board of Directors. The Tournament Committee Chairperson shall be appointed by the President at the commencement of the President’s term. The Independent Director will be nominated by the Officers and approved by the Board of Directors. (Rev. March 2006)
The number of members constituting the entire Board of Directors shall be as fixed from time to time by resolution of the membership, but shall not be less than nine (9). A quorum shall be a majority of Directors.
The members of the Board of Directors shall serve for a term of two years. The term of any member of the Board of Directors shall also expire by his/her death, by his/her resignation, or by his/her removal in accordance with these Bylaws. No person may serve more than two consecutive terms at any office on the Board, unless no other nominee can be presented. Notwithstanding the foregoing, starting with the elections at the 2004 Annual Membership Meeting, there shall be five (5) seats available for new Board Members. The two (2) seats for the Middle Tennessee and Chattanooga Chapters along with the Secretary shall be elected to a two-year term and the three (3) seats for the Tri Cities, West Tennessee and Knoxville Chapters shall be elected to a one-year term to establish a staggered term structure on the Board of Directors. Thereafter (i.e., starting with the election at the 2005 Annual Membership Meeting), all elections shall result in newly elected Board members acquiring a two-year term. In the event any Board member cannot fulfill his/her term for any reason, then the person acquiring that seat on the Board of Directors shall fulfill remainder of the unexpired term.
At the annual meeting of the membership, the President (Chairperson of the Board), Vice President (Vice-Chairperson of the Board), and the Secretary shall be elected every two (2) years.
(d) Nominating Committee
Prior to the annual meeting, a nominating committee shall be appointed by the Chairperson of the Board of Directors to present a slate of candidates for these offices to the membership. The Chairperson shall serve on this committee with four other representatives, one from each geographical chapter of the State. The Executive Director shall serve as an ex officio member of the committee. Members interested in seeking officer positions shall contact a committee member. Sixty (60) days prior to the annual meeting, the committee may select its nominees. (Revised March 2015) If the committee presents more than one nominee, no nominations for the office will be allowed from the floor of the annual meeting. The names of those proposed shall be submitted to the membership at least thirty (30) days prior to the meeting.
Any vacancy occurring in the Board of Directors, arising from any cause, including the expiration of a member's term, and any membership to be filled by the affirmative vote of the majority of the then members of the Board of Directors, though less than a quorum of the Board of Directors. A member of the Board of Directors elected or appointed, as the case may be, to fill a vacancy in an unexpired term shall be elected or appointed for the unexpired term of his/her predecessor in office.
(f) Removal from Office
The President, Vice President or Secretary may be removed from office at any meeting of the Board of Directors for cause by the majority vote of the Board of Directors. This removal of the President, Vice President or Secretary of the Board of Directors must then be approved by a majority vote of the members at the next membership meeting. The removal will take place the day of the Board's decision to remove him/her and he/she can only be returned by a majority membership vote.
A member of the Board of Directors may resign from the Board of Directors at any time by giving notice in writing thereof to the Chairperson.
Vacancies in any Officer position for any reason shall be filled in accordance with Article XIII, Section 5 of the Association Bylaws.
Section 2. SELECTION CHAPTER DIRECTORS
The Chapter Directors shall be elected by a majority vote of the members of the respective chapter thirty (30) days prior to the annual meeting. These Chapter Directors shall be installed as directors at the annual meeting. In the case that a Chapter Director position becomes vacant, the Board of Directors may select an interim Chapter Director to preside over a chapter meeting where the vacancy occurred and at which meeting the chapter members will select a new Chapter Director, by majority vote. Chapters shall have officers in the same capacity as the Section (President, Vice President and Secretary).
Section 3. DUTIES AND POWERS
The President, and such officers as are authorized there unto by resolution of the Board of Directors may execute bonds, mortgages, contracts, leases, agreements and other instruments on behalf of the corporation, except where such documents are required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be exclusively delegated to some other officer or agent of the corporation.
The duties and powers of the officers of the corporation shall be as provided in these Bylaws or (except to the extent they are inconsistent with these Bylaws or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.