Page 19 - WAD Member Directory 2019 (April)

ARTICLE IX – DIRECTORS’ MEETINGS

Section 1. The Board of Directors shall meet in assembly mid-term between the Annual Conferences of the membership.

a) The site shall be determined by an appropriate vote of the Board of Directors at the Annual Conference more than
one (1) year in advance. Sites shall be rotated between North America, Europe, and a location outside North America
and Europe, so that the Annual Conference and Board of Directors Meeting shall not be held back to back on the
same continent. The date shall be selected by the Conference and Mid-Term Site Recommendation and Management
Committee after reviewing hotel proposals and consulting with the Chairman of the Board.

b) The Board of Directors shall determine the registration fee for the Annual Conference. This determination shall be based
upon the findings, reports and recommendations of the Mid-Term Site Recommendation and Management Committee
Chairman.

Section 2. Special meetings of the Board of Directors shall be held upon call by the President or the Chairman of the Board of
Directors. Notices of special meetings of the Board of Directors must be given at least thirty (30) days prior to the time of the
meeting. Such notices must state the time and place of the meeting and the matter or matters to be taken before the Board at
said meeting.

Section 3. Any Director may waive notice of any meeting by a writing signed by him/her either before or after the meeting.

Section 4. Any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof
may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the Board of
Directors or of such Committee. If the vote of a different proportion of the Directors or Committee Members is required for an
action, then the different proportion of written consents is required. The written consent must be filed with the Minutes of the
proceedings of the Board of Directors or the Committee.

Section 5. The members of the Board of Directors or any Committee thereof may participate in the meeting by means of a
telephone conference or similar method of communication by which all persons participating in the meeting can hear each
other. Participation in such a meeting shall constitute presence in person at the meeting.

Section 6. Eleven (11) members shall constitute a quorum for a meeting of the Board of Directors. Each ex-officio member
in attendance shall be counted as one towards a quorum. A majority vote of the quorum of the Board of Directors shall be
required for transaction of business except as otherwise provided in these By-laws.

Section 7. An Annual Meeting of the Board of Directors shall be held immediately following the adjournment of the Annual
Conference of the Association. No notice shall be necessary. The Annual Meeting shall include, but not be limited to, selecting
a Chairman of the Board, approving the Committee Chairmen, and approving the Area Governors.

Section 8. An elected member of the Board of Directors who misses two (2) consecutive Conferences and the interim Mid-Term
Board Meeting or two (2) consecutive Mid-Term Board Meetings and the interim Conference may be removed by the Board of
Directors and a replacement then elected.

Section 9. An ex-officio member of the Board of Directors who misses two (2) consecutive Conferences and the interim Mid-
Term Board Meeting or two (2) consecutive Mid-Term Board Meetings and the interim Conference shall no longer have voting
privileges as a Board Member until he/she attends two (2) consecutive Annual Conferences or an Annual Conference and Mid-
Term Board Meeting consecutively.

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