Article III. BOARD OF DIRECTORS
Section 1. General Powers
The management and administration of the affairs of Association shall be managed by a Board of Directors and designated committees.
Section 2. Directors
The Board of Directors shall consist of a minimum of five (5) persons who shall be elected by the membership. The number of Directors may be changed at any time by a majority vote of the Directors at a meeting, called in whole or in part, for that purpose, provided that no decrease in the numbers shall have the effect of shortening the term of any incumbent Director. The Association is committed to a policy of fair representation on the Board of Directors, and does not discriminate on the basis of race, physical handicap, sex, color, religion, sexual orientation or age.
Section 3. Terms of Directors
The term of a Director shall be two years beginning at the first meeting following his or her election. There shall be a consecutive three-term limit, not including any partial terms filled by appointment. Persons may be re-elected to the Board after a one-year sabbatical. Directors shall serve until their successors have been elected and officially taken office.
Section 4. Elections of Directors
Each year, the Board of Directors shall set the time for the annual election and appoint a Nominating Committee (see Art. VI, Sect. 3). The Committee will develop a slate of candidates for the open seats consisting of (1) those eligible BOD members (see Art III, Sect. 3) who wish to be considered for another term and (2) persons recruited from the membership as a whole. The Committee will also see that secret ballots (including voting instructions and spaces for write-in candidates) are mailed to all current members at least thirty (30) days prior to the election (and provided to those members who have not yet voted at the Annual Meeting where the annual election will be held), oversee the ballot count, and announce those candidates receiving the most votes for the open seats as the newly re-elected or elected Directors.
Section 5. Vacancies of Directors
In the event that a BOD position becomes vacant, the BOD will appoint an NWSSA member, selected on the basis of his or her interest in and ability to carry out the mission of the NWSSA, to complete the term provided that the appointment is ratified by the membership at the next election.
Section 6. Removal of Directors
Directors may be removed from office, with or without cause, at any Special Meeting of the Members called expressly for that purpose, by two-thirds (2/3) of those present. Twenty percent (20%) of members shall constitute a quorum. If a Director or Directors are being considered for removal, all members will be notified (by email or postal mail) at least thirty (30) days in advance of such a Special Meeting. At the meeting, the Director(s) involved will be given notice and will be given the opportunity to be present and to be heard at the meeting where the removal is being considered. Members may be represented in person or by proxy and a quorum must be present.
Section 7. Compensation of Directors
No compensation will be paid to members of the Board of Directors for services as a member of the Board. Reasonable expenses may be allowed for out-of-pocket expenses by resolution of the Board.
Section 8. Resignation of Directors
Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Directors.
Section 9. Delegation of Board of Directors' Authority
The Board of Directors may, by resolution, delegate specific authority to a committee of one or more of the Directors or members as it deems necessary or appropriate for carrying out the objectives of the Association.
Section 10. Conflict of Interest Policy
No member of the Board may vote on an issue in which he or she has a direct financial interest that goes beyond recompense of reasonable expenditures for attending BOD meetings or carrying out NWSSA assignments. When such may be the case, the member should immediately alert the BOD of a possible conflict of interest so that, if warranted, he or she may be removed from voting on that issue."
Section 11. Access to Records
Each Director shall have full access to any and all records of the Association and may inspect and make a copy of any record(s), wherever or by whomever they may be held, at any reasonable time. Directors inspecting records remain under the legal duties of loyalty and care to the Association, and use of records or any other information in a manner not in the best interests of the corporation constitutes a breach of such duties. Notwithstanding any other provision for amendment of the Bylaws, this section may be revoked or amended only by unanimous action of all Directors.
