Article IV: Elected Officials, Powers & Duties

Section 1. Elected Officials

 

The Elected Officials of the Association shall be a President, a Vice President and seven Governors. The term "Governor," as used in these bylaws, refers to the seven officers elected as Governors. The terms "Board," "Board of Governors" and "Board Members" refer to the body composed of seven Governors, the President and Vice President. Only the Elected Officials of the Association shall be permitted to vote in any matter to come before the Board.

 

Section 2. President

 

During such times as the Board is not in session, the President shall have general supervision over all the affairs of the Association.

 

The duties of the President shall include, but not be limited to the following:

               

a) To preside at all meetings of the Board of Governors of the Association.

               

b) To call meetings of the Board of Governors and preside thereat. The President shall have the power to determine whether a Board member's motions are to be considered in open or closed session, but not to limit which motions are placed on the agenda or presented to the Board as part of the agenda.

               

c) To appoint the National Coordinator and any necessary Regional Coordinators to foster communication between clubs and collectors, and to facilitate educational programs, benefits and services offered to clubs and individual collectors by the ANA. The President may delegate the appointment of the Regional Coordinators network to the National Coordinator.

               

d) To appoint all committees, designate the persons who shall chair the committees, determine the duties and scope of the committees, and remove any committee chairperson or member, with the exception of the Audit Committee, which shall be reserved to the Board of Governors.

               

e) To approve non-routine payments requested by the Executive Director or Controller in accordance with accounting procedures established for the Association staff and consistent with the approved budget. He or she may appoint the Vice President or other officers to perform all or a designated portion of this function.

               

f) To appoint all Officers and Special Officers of the Association, subject to the approval of the Board of Governors.

               

g) To require the Executive Director to render monthly reports.

               

h) To promptly inform all other Board members regarding the implementation of significant actions approved by the Board. This shall include developments affecting its status and operation.

               

i) The President shall have the responsibility to advise the Executive Director with respect to the interpretation, clarification and implementation of any policies, programs and projects approved by the Board, but the President shall have no authority to direct the Executive Director to deviate therefrom or to make any substantial modification thereof without Board approval.

               

j) The President, at his or her discretion, shall have the right, from time to time, to appoint as a Special Officer of the Association one or more individuals to serve during such President's term of office as Counselor to the President, such appointment in each case to be subject to the approval of a majority vote of the Board of Governors. Such individuals shall perform such tasks and responsibilities as may be assigned to them from time to time by the President.

 

Section 3. Vice President


The duties of the Vice President shall be:

               

a) Upon request, to assist the President in the discharge of his or her duties.

               

b) To act in the place of the President in case of his or her absence or disability.

               

c) To succeed to the position of the President in case of his or her death, incapacitation or resignation.

 

Section 4. Board of Governors- Powers & Authority

 

Subject to any limitations of the Federal Charter or these bylaws, all corporate powers shall be exercised by or be under the authority of the elected Board of Governors. The conduct of the business and affairs of the Association shall be controlled by the elected Board of Governors, and may be delegated by the Board to the Executive Director or such Officers as the Board deems appropriate to manage the affairs of the Association. Without limiting these general powers, it is expressly declared that the elected Board of Governors shall have all authority to:

               

a) Set policy for the Association.

               

b) Determine the time and place for holding conventions.

               

c) Prescribe the form of the official election ballots.

               

d) Rule on final disposition of any charges brought against a member.

               

e) Appoint the Executive Director, subject to such limitations as may appear in the bylaws, and to prescribe such powers and duties for the Executive Director as shall be consistent with the Federal Charter and the bylaws.

               

f) Prescribe such powers and duties for Elected Officials as shall be necessary and consistent with the Federal Charter and the bylaws.

               

g) Appoint such other discretionary or Special Officers as the Board deems appropriate.

               

h) Appoint the Audit Committee and its members.

               

i) Fix the compensation of the Executive Director, non-elected Officers and/or Special Officers.

               

j) Remove the Executive Di­rector, any non-elected Officer and/or any Special Officer who does not or cannot meet the ­requirements of office or fails to perform the duties of his or her office.

               

k) Exercise all authority granted elsewhere in these bylaws and such other authority as shall be consistent with the management of a nonprofit 501(c)(3) association.

 

Section 5. Resignation or Removal of an Elected Official

 

Any Elected Official may resign from office at any time by giving written notice thereof to any other Elected Official of the Association; and that person receiving such notice shall forthwith notify all other members of the Board of Governors. The Board of Governors shall have the power to remove any elected Officer or Governor by an affirmative vote of two-thirds of the entire Board of Governors. Cause for removal exists (without limiting other causes for removal) whenever a Governor or elected Officer:

               

a) Fails to attend three consecutive regular meetings of the Board of Governors, unless excused for good cause by the President, notwithstanding that he or she otherwise qualifies for office;

               

b) Is convicted of a felony;

               

c) Has committed a material breach of his or her fiduciary duty;

               

d) Has committed any act or has engaged in conduct that is prejudicial to the welfare of the Association;

               

e) Ceases to be a Member in good standing of the Association while in office.

               

If the cause for removal is based on any of the foregoing reasons, or any other inappropriate conduct, before any removal can occur, such person shall be provided notice of the reasons for such proposed action, and he or she shall be entitled to respond thereto prior to any vote thereon. If removal is based on disability or inability to discharge the duties of office, the Board may act without the necessity of any prior notice.

 

Section 6. Executive Committee


There shall be a standing Executive Committee which shall consist of the President, Vice President, Executive Director, Immediate Past President and General Counsel. The President may convene the Executive Committee on matters of importance as the President deems appropriate. The Executive Committee shall consider and review any matter designated by the President and make recommendations to the Board as to any issue upon which the Executive Committee believes action should be implemented. The President may invite participation of such other persons, Officers or Governors where their participation would assist in the discussion and recommendation of the subject matter to be reviewed.

 

Section 7. Immediate Past President


The Immediate Past President, not otherwise an elected Governor, shall serve as an ex-officio, non-voting member of the Board of Governors. In the event that the Immediate Past President cannot or declines to so serve, the President and/or the Board may request that the next previous Past President, the Chair of the Advisory Council or such other person as is approved by the Board to attend Board meetings in this same capacity.