Page 31 - 2018 Member Information Guide Final

of a majority of the of cers and directors then in of ce.
Section 5. Quorum: A majority of the of cers and directors then in of ce shall constitute a quorum for the transaction of business.The act of the majority of the of cers and directors present at a meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any meeting of the Board, the of cers and directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present
Section 6. Participation by Means of Communications Equipment: Any one or more of cers or directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE 5 – Executive Committee and Of cers
Section 1. Composition of Executive Committee:
Executive Committee - shall consist of the president, president-elect, secretary, treasurer and the immediate past president.The Executive Committee may exercise all of the powers and authority of the Board of Directors during periods between routinely scheduled meetings of the Board of Directors. However, the Executive Committee shall have not have power or authority to:
• Amend the Articles of Incorporation;
• Adopt an agreement of merger or consolidation;
• Recommend to the Representative Members the sale, lease or exchange of all or substantially all of NACDD’s property and assets; • Recommend to the Representative Members a dissolution of NACDD or revocation of a dissolution;
• Amend these Bylaws;
• Or authorize the expenditure of funds not previously approved by the Board of Directors.
All actions of the Executive Committee must be reported to the Board of Directors at the next regular or special meeting of the Board of Directors.
Section 2. Of cers:
The ve of cers of NACDD shall be a president, president-elect, secretary, treasurer, and immediate past president
Section 3. President:
The president of NACDD shall serve for one year and shall preside over the meetings of NACDD, the Board of Directors and the Executive Committee.
The president serves as the volunteer leader and spokesperson for NACDD. S/he assures that the Board of Directors ful lls its responsibilities for governance and strives to achieve the mission of NACDD. The president assumes of ce at the annual business meeting and serves for a one-year term.
Section 4. President-Elect:
The president-elect shall be elected for a period of one year and will automatically become president at the end of the current president’s term.The president-elect will preside in the absence of the president. The president-elect serves to provide future continuity of programs, goals, objectives and strategic direction of NACDD. S/he acts in place of the president as requested. The president-elect takes of ce at the annual business meeting and serves for one year. The year as president-elect is a year to be mentored by the president and past president and serves as a learning period.
Section 5. Secretary:
The secretary ensures appropriate minutes are recorded, distributed and posted for all meetings of the Membership, the Board of Directors and the Executive