Article V

Board of Trustees

Section 1. General Powers and Duties.

The business, property and affairs of the Association shall be managed, controlled and directed by a Board of Trustees (referred to in the Articles of Incorporation as the “Executive Committee”). The Board of Trustees shall have, and may exercise, any and all powers provided in the Articles of Incorporation or the District of Columbia Nonprofit Corporation Act which are necessary or convenient to carry out the purposes of the Association.

Section 2. Composition of the Board of Trustees.

A. Number. The number of Trustees constituting the Board of Trustees shall be 12, consisting of:

1. The President, the Vice-President, the Secretary-Treasurer and, in the case of a term that begins in an even-numbered year, the Immediate Past President, or, in the case of a term that begins in an odd-numbered year, the President-Elect;
2. Five Trustees elected by the Full Members from among their
3. Three Trustees appointed by the President from among the Member Representatives of the Full Members.

B. Elections. Elections of Trustees by the Full Members shall be held in the following manner:

1. Nominations for Trustees to be elected by the Full Members shall be made and submitted to the Full Members by the Board of Trustees.
2. The Trustees to be elected by the Full Members for a term beginning in a particular year shall be elected by mail ballot by the Full Members in the spring of that year from the slate of nominees submitted to the Full Members by the Board of Trustees.
3. Each Full Member, through its Member Representative, may cast any number of votes up to the number of Trustees to be elected at that election; however, a Full Member may cast only one vote for a given candidate and may not cumulate its votes.

C. Term.

1. Except in the case of a Trustee appointed pursuant to Section 3 below, the term of a Trustee shall begin on July 1 of the year of his or her election (including election as an Officer who serves on the Board of Trustees by virtue of his or her office), appointment or other qualification to serve as a Trustee.
2. The terms of each of the five Trustees elected by the Full Members shall be three years, which shall be staggered terms, with one term expiring in the same year as the expiration of the Secretary-Treasurer’s term and two terms expiring in each of the next two succeeding years.
3. The terms of each of the three Trustees appointed by the President shall be three years, which shall be staggered terms expiring in three successive years.
4. The term of a Trustee shall also expire by his or her death,

D. Resignation. A Trustee may resign at any time by giving notice thereof in writing to the Secretary-Treasurer.
E. Removal. A Trustee may be removed, with or without cause, by the vote of two-thirds of the other Trustees in office.
F. Chairman. The President shall serve as Chairman of the Board of Trustees. The Chairman of the Board of Trustees shall preside at all meetings of the Board of Trustees and meetings of Members at which he or she is present, and shall perform such other duties as may be required of him or her by the Board of Trustees. The Vice-President shall preside, in the absence of the Chairman of the Board of Trustees, at meetings of the Board of Trustees and meetings of Members and shall perform such other duties as may be required of him or her by the Board of Trustees.

Section 3. Vacancy.

Any vacancy in the Board of Trustees, other than a vacancy caused by the expiration of a Trustee’s term, shall be filled by the President, and the Trustee chosen to fill such a vacancy shall serve for the remainder of the original term of the Trustee he or she replaces.

Section 4. Meetings of the Board of Trustees.

A. Frequency. Five regular meetings of the Board of Trustees shall be held during the period September through June. Special meetings may be called at the discretion of the Chairman of the Board of Trustees.
B. Time and Place. The time and place of all meetings of the Board of Trustees shall be designated by the Chairman of the Board of Trustees. The meetings may be held within or without the District of Columbia.
C. Notice. At least seven days' notice shall be given to each Trustee of a regular meeting of the Board of Trustees. A special meeting of the Board of Trustees may be held upon notice of at least 24 hours. Notice of a meeting of the Board of Trustees shall specify the date, time and place of the meeting, but, except as provided in Article X of these Bylaws, need not specify the purpose for the meeting or the business to be conducted. Notice must be either delivered personally to each Trustee, mailed to his or her address as it appears on the records of the Association, sent by electronic mail to his or her electronic mail address as it appears on the records of the Association or sent by facsimile to his or her facsimile number as it appears on the records of the Association. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by electronic mail or facsimile, it shall be deemed delivered upon receipt of confirmation that the transmittal has been successful. Notwithstanding the foregoing, a Trustee may waive notice of any regular or special meeting of the Board of Trustees by written statement filed with the Board of Trustees, or by oral statement at any such meeting. Attendance at a meeting of the Board of Trustees shall also constitute a waiver of notice, except where a Trustee states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
D. Quorum. A majority of the Trustees in office shall constitute a quorum
E. Required Vote. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all matters before the Board of Trustees shall be decided by a majority vote of the Trustees present at a meeting at which a quorum exists.
F. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if the text of the resolution or matter agreed upon is sent to all the Trustees in office and all the Trustees in office consent to such action in writing, including electronic mail, setting forth the action taken. Such consent in writing shall have the same force and effect as a vote of the Board of Trustees at a meeting and may be described as such in any document executed by the Association.
G. Attendance at Meeting. Any or all Trustees may participate in a meeting of the Board of Trustees, or a committee of the Board of Trustees, by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
H. Statement of Accounts. A financial report on the Association shall be presented in writing by the Secretary-Treasurer at each meeting of the Board of Trustees.