ARTICLE V
BOARD OF DIRECTORS
Section 1. Membership
A. Distribution of Members. The Board of Directors shall consist of the elected officers, past president and eight (8) chapter members. There shall be at least two (2) elected from each of the following categories: hospital clinical services, independent clinical services, and industry representatives.
B. Term of Office. Term of office shall be for a three (3) year period with four (4) of the terms expiring annually.
C. Consecutive Terms. No director shall serve more than two (2) consecutive terms except that of a Director appointed to fill a vacancy of less than eighteen (18) months may be elected for two (2) full terms after expiration of the initial term.
Section 2. Election
A. The nominating committee shall prepare a ballot of qualifying members willing to serve as offices or directors.
B. The ballot shall be mailed to each voting member thirty (30) days prior to the annual meeting to be returned in time for election results to be announced at the annual meeting.
Section 3. Powers:
A. To conduct and manage the affairs and business of the Chapter between regular meetings of the membership.
B. Prepare and present a financial audit at the Annual Meeting of the membership.
C. To make rules and regulations consistent with the Articles of incorporation, CLMA by-laws, Chapter by-laws and any special rules adopted by the Chapter membership.
D. To assure that the tax-exempt status of the Chapter is maintained.
Section 4. Action Without a Meeting:
Action may be taken by the Board of Directors without a meeting if all members of the Board of Directors consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board.
Section 5. Quorum:
A quorum shall consist of at least seven (7) Directors, at least one (1) of who shall be an officer.
Section 6. Vacancies:
In the event of vacancies, the Board of Directors shall fill vacancies for the unexpired term.
Section 7. Meetings:
A. Meetings of the Board of Directors shall be held at least quarterly and shall be held at such time and place as designated by the President. Special meetings of the Board of Directors may be called by request of the President or any two (2) Directors.
B. Written notice of the time and place of regular meetings of the Board of Directors shall be sent to each Director not less than ten (10) days prior to such meetings. In the case of special meetings, such notice shall be given to each Director not less than forty-eight (48) hours prior to any such meeting.
C. The Board may by a
ARTICLE VII
COMMITTEES
Section 1. Chair:
The Chapter President shall appoint all committee chairs. These chairs will be chosen from the members of the Board of Directors.
Section 2. Nominating Committee:
A. The Nominating Committee chair shall serve only for the election for which appointed and shall be the Past President.
B. Duties: The Nominating Committee shall solicit the Chapter membership for candidates, review the candidates’ qualifications and select nominees to be presented to the membership at its Annual Meeting. The Nominating Committee shall present at least one nominee for each elected position. In addition, the Nominating Committee shall oversee the election procedure.
C. Appointment of Members: the Nominating Committee Chair shall appoint those members necessary to accomplish the duties of the Committee.
Members of the Board of Directors other, than the Committee Chair, should not serve on the Nominating Committee to avoid a possible conflict of interest.Section 3. Education Committee:
A. The Education Committee shall serve during the term of the President making the appointment.
B. Duties: This Committee is charged with the responsibility for assessing the educational needs of the Chapter members and recommending programs, literature or other education formats to meet those needs.
C. Appointment of Members: The Educations Committee Co-Chairs shall appoint those members necessary to accomplish the duties of the Committee.
Section 4. Marketing and Membership Development Committee
A. The Marketing and Membership Development Committee shall serve during the term of the President making the appointment.
B. Membership Duties: This Committee is charged with actively recruiting new members into the Chapter, as well as encouraging members to maintain their membership, thereby contributing to the growth of both the Chapter and International organization.
C. Marketing Duties: This Committee is charged with preparing and distributing a newsletter to the Chapter membership on a schedule recommended by the Board of Directors. News articles of Chapter activities and meetings shall be sent to CLMA. This Committee is also charged with the development and maintenance of the Chapter Website.
D. Appointment of Members: The Marketing and Membership Development Committee Co-chairs shall appoint those members necessary to accomplish the duties of the Committee.
Section 5. Chapter Historian:
A. The Historian shall serve during the term of the President making the appointment.
B. Duties: This Committee is charged with the continuing maintenance of documents for historical purposes, such as Chapter of the Year competition, and for maintaining the Chapter By-Laws. Also retention of any published information, either articles or pictures is this committee’s responsibility.
C. Appointment of Members: The Historian shall appoint those members necessary to accomplish the duties of the Committee.
Section 6. Other Committees:
The membership may appoint such other Committees as they may in their discretion determine necessary and such Committees shall have such powers and terms prescribed by the membership and/or the Board of Directors.
Section 7. Ex-Officio Committee Member
The President of the Chapter shall be an ex-officio member of all Committees except the Nominating Committee.