Section
2:001 – Composition
The Board of
Governors of this College is composed of eleven (11) individuals elected by the
members of the College.
Section
2:002 – Eligibility
Each Governor
shall be a Fellow of the American Osteopathic College of Anesthesiologists.
Section
2:003 – Term
The term of
office for each Governor shall be for three (3) years and shall commence at the
close of the Annual Convention. Governors shall serve staggered terms. If a
Governor is elected to fill an unexpired term of another Governor for whatever
cause, it shall be for that period of time remaining on the unexpired term of
the vacancy. No Fellow may serve on the Board of Governors for more than six
(6) years.
Section 2:004 – Election
The President
shall no later than the Midyear meeting each year, appoint a nominating
committee of no fewer than five (5) voting members.
The Committee
shall nominate two Fellows of the College as members of the Board of Governors,
for a three year term; a Treasurer for a three (3) year term (if the previous
term has expired). The Committee may also nominate Fellows of the College for
any unexpired terms that might exist. The Governors shall be elected by the
members of the College during the meeting of the College at which a quorum is
present on the second day of the Annual Convention. Preceding the election of
the Governors the President shall provide opportunity for nominations from the
floor. Election shall be by vote of the members of the College by secret
ballot.
Section
2:005 – Vacancies
A vacancy on
the Board of Governors shall be filled by a selection by the Board of
Governors. This individual will serve until the next succeeding Annual
Convention at which time an election will be held the unexpired term of the
vacancy.
Section
2:006 – Removal
The members of
the College may, without cause, remove one or more Governors elected by them.
Section
2:007 – Duties
The Board of
Governors shall manage the business and financial affairs of this College, and
shall act in the interim between meetings of the College upon matters which
would otherwise require a special meeting of the College. The Board of
Governors shall serve as the board of directors of the corporation. The Board
of Governors shall have all powers and duties given to a Missouri nonprofit
corporation except as otherwise specifically provided in these Bylaws.
Section
2:008 – Authority
The Board of
Governors has final authority in all businesses and financial affairs of this
College, including, without limitation, the power to acquire, manage, and
dispose of its property and to authorize all contracts on behalf of this
College. The Board of Governors may delegate such authority to the officers of
this College or to the executive director.
Section
2:009 – Budget
Prior to the
Annual Convention, the Board of Governors shall consider and vote its approval
for a budget prepared by the Budget and Finance Committee.
Section
2:010 – Annual Assessment
As part of the
approval of the budget, the Board of Governors shall determine the amount of
annual assessment for the following year.
Section 2.011 – Hiring of Executive Director
The Board of
Governors is charged with providing management oversight of the organization.
To this end the Board may hire such management personnel i.e., Executive
Director, as necessary. The executive director will serve as the secretary to
the Board of Governors and assume other duties as might be assigned. The duties
and responsibilities of that individual(s) will be determined by the needs of
the organization at that time. The Executive Director will not have a vote in
any deliberations of the Board of Governors.
Section
2:011 – Other Duties
The Board of
Governors shall perform such other duties as are: (1) delegated to it by the
College; (2) provided for in these Bylaws; or (3) are usual and customary for
the Board of Directors of a corporation.
Section
2:012 – Committees
The Board of
Governors has the power to: (1) create committees of the Board; (2) endow them
with authority to act in the interim between meetings of the Board upon
specific matters which would ordinarily require special meetings of the Board;
and (3) augment such committees by appointment of additional members, who are
not members of the Board.
Section
2:013 – Quorum
Two-thirds
(2/3) of the voting members of the Board shall constitute a quorum.
Section
2:014 – Voting Members
Each member of
the Board shall have one (1) vote.
Section
2:015 – Notice
Written notice
of the date, time and place of each regular meeting of the Board of Governors
shall be sent to each member of the Board at least fifteen (15) days prior to
the proposed time of the meeting. Communication will be by United States Postal
Service, other ground service or electronically to the email address on file
with the Corporation office. This provision may be waived by unanimous consent
of the voting members of the Board. Special meetings of the Board must be
preceded by at least two (2) days' electronic notice to each member of the
Board.
Section
2:016 – Special Meetings
Special
meetings of the Board may be called by the President or upon formal petition of
two-thirds (2/3) of the members of the Board. The date, time and place of the
special meeting and the specific purpose for the meeting shall be stated in the
call. No business may be acted upon at special meetings other than that
specifically mentioned in the call of the meeting. 5
