Article I, General Provisions and Property Interests
Article II, Membership
Article III, Meetings of Members
Article IV, Society Powers
Article V, Officers and Employees
Article VI, Committees
Article VII, Miscellaneous
Artticle VIII, Amendments
The corporate powers of this Society shall be vested in a Board of Directors. The Board of Directors shall consist of members in good standing.
A Board quorum shall consist of five (5) members of the Board. Board members are appointed by the President to serve as members at large on at least one standing or special committee with the exception of the Nominating and Awards Committee.
The Board and/or its Executive Committee shall provide oversight and leadership by:
(1) Reviewing the Society's mission and goals and the means for implementing those goals. The Board shall propose amendments to the Society's governance documents as necessary to ensure that the Society's objectives are being met.
(2) Developing strategic plans for the Society. The Board shall focus on the long-term goals of the Society through the development and assessment of strategic plans, including the assignment of priorities in the strategic plans.
(3) Approving major policies.
(4) Actively raising public awareness about the Society and the trial consulting profession. The Board shall promote the Society's interests and the profession to various audiences.
(5) Actively raising funds for the Society.
(6) Providing fiscal oversight for the Society. The Board shall approve all Society operating budgets, convention budgets, development plans, and fiscal accountability measures.
(7) Selecting, retaining, and reviewing an executive staff for the Society through an appropriate process.
The staggered term of office for the Board shall be four (4) years. New members of the Board of Directors shall be elected by mail ballot prior to the annual meeting (see Sections 4.3 and 6.12). No Board members shall be eligible to serve for more than two (2) consecutive full terms. In the event that a Board Member is elected as an officer of the Society, the term of office as a Member of the Board shall continue throughout the tenure of his or her position as officer. Standing committee chairs and editors cannot serve concurrently as members of the Board unless they are acting in a temporary capacity.
Members of the Board of Directors shall be elected at large by the membership of the Society. Pursuant to Section 6.12, the Nominating and Awards Committee shall present to the membership a slate of qualified candidates. The number of candidates should guarantee that two new Board members be elected each year. Nominations shall be accepted by the Committee until such time as nominations are closed. Each voting member shall cast a written ballot containing votes for any number of candidates up to the number of seats to be filled on the Board. Ballots shall be counted by the Nominating Committee and any ties shall be resolved by a second ballot among these candidates tied for remaining unawarded seat(s). Plurality voting shall be applied to this election. The Nominating and Awards Committee shall announce the results of the election at the annual meeting.
Any Director may be removed from office by the affirmative vote of two thirds (2/3) of the members in attendance at any annual or special meeting of the members, on written notice setting forth the reasons and grounds therefore, mailed to such Director at the Director's last known address at least ten (10) days prior to the date of such meeting. Any Director, who misses two consecutive regularly scheduled Board meetings, without having submitted an explanation in writing to the President, shall be automatically dismissed from the Board.
In the event of a vacancy on the Board, the vacancy shall be filled by a majority vote of the Board for the remainder of the vacant term.
Annual meetings of the Board shall be held during the period immediately preceding and/or following the annual meetings of the Society. The time and place of each annual meeting of the Board shall be determined by the President.
A mid-year meeting of the Board shall be held yearly. The purpose of mid-year meetings will be to review progress toward the Society's annual goals; to advise the President on matters of policy; to receive reports from and provide advice to committees of the Society; and to conduct such other businesses as may come before the Board. If, in the opinion of a majority of the Board, there is not sufficient business to warrant a mid year meeting in any specific year, the mid-year meeting for that year will be canceled.
Special meetings of the Board for any purpose may be called at any time by the President; or, if the President is absent, or unable to act, or refuses to act, then special meetings of the Board may be called by the President-Elect. Written notice of the time and place of special meetings shall be delivered personally to the Directors or sent to each Director by mail or other form of communication, charges prepaid, to the address shown on the membership roll of the Society. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or communicated to the telegraph company at least five (5) days before the meeting. Notice shall be delivered to each Director at least forty-eight (48) hours prior to the holding of a special meeting. Mailing, telegraphing, or delivering as provided above shall be due, legal, and personal notice to a Director.
The transactions of any meeting of the Board, however called or noticed, or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of Notice or consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Society's records and made a part of the minutes of the meeting.