Section 1—Authority and Responsibility

The Board shall have supervision, control, and direction of the Society’s affairs, committees, and publications; shall determine the Society’s policies or changes therein; shall actively pursue the Society’s objectives; and shall supervise the disbursement of the Society’s funds.

Section 2—Composition

The Board shall be composed of the Officers, Officers-elect, and six Directors-at-large. Officers-elect and Directors-at-large shall be elected by the membership of the Society as provided in Article IX, except where otherwise specified in these Bylaws. The Executive Director shall be an ex officio member of the Board without voting rights.

Section 3—Meetings

1. The Board shall hold at least two regular meetings annually.
2. Special meetings of the Board may be called by the President, either at the President’s initiative or at the written request of a majority of all Board members. Written notice must be sent to each Board member at least ten days prior to the meeting.
3. Under extraordinary circumstances that require immediate consideration, the President may call an emergency meeting with shorter notice.
4. Board members may participate in any meeting by any means of communication in which all persons participating are able to hear and to interact with one another. Such participation shall constitute presence in person at the meeting.

Section 4—Quorum and Voting

1. At any meeting of the Board, a simple majority of the voting members of the Board shall constitute a quorum.
2. Unless otherwise stated in these Bylaws, a majority vote shall govern.
3. No member may vote by proxy.
4. The President may request action by the Board between meetings by mail ballot, telephone vote, or other electronic means, with appropriate documentation. Such actions must be approved by a majority of all voting members of the Board. They shall be reported at the next meeting of the Board.

Section 5—Absence

It is the duty of Board members to attend all Board meetings, save for good cause. The Board shall consider the cause of each absence as a separate circumstance and may excuse the absence by majority vote. Any Board member absent from two consecutive meetings without such Board action shall automatically vacate the position.

Section 6—Resignation or Removal from Office

1. A Board member may resign by presenting written notice to the Board.
2. A voting Board member may be removed by a vote of three-quarters of all Board members eligible to vote. The vote must be held at a Board meeting, with the individual in question being absent from the discussion and the vote. Prior written notice of the meeting must state that there is to be a vote on the removal of the named Board member.

Section 7—Duration of Office for Directors-at-large

1. A Director-at-large shall serve for a term of three years and until a successor has been elected or appointed. Terms of the Directors-at-large shall begin at the close of the Annual Business Meeting following the election.
2. No Director-at-large who has served a full three-year term shall be eligible to appear on the ballot for the same office until a full year has passed since the previous term expired.

Section 8—Vacancies among Directors-at-large

A vacancy in a Director-at-large position shall be filled by appointment by the Board for the remainder of the unexpired term.