ARTICLE V. BOARD of DIRECTORS Section 1. Powers, Duties, and Responsibilities
The business, programs, activities, and affairs of AGG shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors of the AGG. The Board may delegate the management of the activities of the Corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Without limiting the foregoing, the powers, duties, and responsibilities of the AGG Board shall include the following:
a) It shall maintain and encourage the identity and operation of the AGG
b) It shall elect the Officers of the AGG from among the serving Board Members, with such election taking place at the Board Meeting immediately following the Annual election by the Membership that is held at the Annual Meeting for whichever board seats are being vacated.
c) It shall determine and periodically review and revise the powers, duties and responsibilities of the AGG board.
d) It shall obtain financing and determine the financial plan or budget of the AGG, and annually authorize and receive an audit of AGG's finances.
e) It shall represent the AGG to the general public.
f) It shall periodically review the AGG’s programs in light of changing needs and priorities.
g) It shall do long-range planning to address unmet program and organizational needs.
h) It shall be responsible for maintaining the AGG's property and funds.
i) It shall hire, and when necessary dismiss, employees of the AGG including the Executive Director of the AGG, if so established.
Section 2. Directors
The AGG Board shall be composed of not less than nine (9) or more than fifteen (15) directors, always maintaining an uneven number. Starting at the Annual Meeting in 2009, the Directors shall be of and elected by the Membership of AGG in the manner described below, There cannot be more than one Director from an immediate family or from the same business serving on the board at the same time.
Section 3. Compensation
No Director shall receive any fee for his or her services. This shall not include payments or honoraria to speakers and/or lecturers and/or instructors invited by the Board at AGG Conferences and/or other programs as may be approved by the Board. Otherwise, Directors may only be reimbursed for reasonable expenses incurred with approval of the majority of the Board upon presentation of receipts.
Section 4. Tenure and Rotation; Vacancies
a) The Directors shall be elected annually to serve terms of approximately two-years in accordance with the following schedule: Initially for organizational purposes, half minus one of the Directors shall be elected to a two year term, and half plus one shall be elected to a one-year term. Henceforth, all directors shall be elected to a term spanning two annual meetings.
b) Directors may serve three consecutive terms and are not eligible to serve again as a Director until they have been off the AGG Board for at least one year.
c) A Director’s term begins at the Board meeting held just after the Annual Meeting of the AGG Membership at which she/he is elected and continues until the end of the second Annual Meeting after his/her election and until a successor is chosen.
d) Upon their election to the Board, all currently serving directors are eligible to be elected to any office of the AGG with the exception of President and Vice-President. Before being elected President or Vice-President a Director must have served on the Board for at least six (6) months.
Section 5. Removal of Inactive Directors
If a Director misses two consecutive quarterly meetings of the AGG Board without an excuse acceptable to 2/3rds of the Board of Directors, such Director shall be automatically removed as a Director. The Secretary of AGG shall be responsible for notifying the AGG Board and the removed Director upon the occurrence of any such automatic removal.
Section 6. Resignation or Removal
A Director may resign by submitting his or her notarized resignation to the AGG Secretary, who shall then notify the rest of the Board. A Director shall be removed for cause, by the affirmative vote of two-thirds of the entire Board at a Board Meeting or absolute two-thirds of the entire Membership, with voting taking place at the Annual Meeting. A Director whose removal is to be considered shall receive at least five days notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Section 7. Vacancies
Vacancies in the Board of Directors shall be filled by appointment by the Board. Directors thus appointed shall serve for the remainder of the vacated term and until his or her successor is duly elected and qualified.
Section 8. Meetings - Quorum
a) There shall be quarterly Meetings of the AGG Board.
b) Meeting by Telephone. The Board of Directors may participate in a meeting of the Board of Directors by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other. Minutes of said meeting will be prepared by the Recording Secretary for distribution to all Directors.
c) The meeting in each fiscal year that coincides with the Annual Conference shall be designated as the Annual Meeting, at which time the Directors of the AGG Board shall be elected by the membership for the next fiscal year.
d) The AGG Board shall from time to time determine the time and place of regular Board meetings.
e) The purpose of the regular meetings of the AGG Board is to conduct the official business of AGG.
f) Special meetings of the AGG Board may be called by the President or upon written request of one third of the Directors.
g) Prevailing Robert’s Rules of Order shall be used unless it is not in keeping with these By-laws. A ruling from the President shall be final unless overruled by a two thirds vote of the Directors.
h) Two thirds of the entire AGG Board shall constitute a quorum.
i) The vote of two thirds of the Directors present at a meeting at which a quorum is present shall be the act of the AGG Board.
ARTICLE VI. CONFLICTS OF INTEREST
No contract or other transaction will be allowed between the AGG and any of its Directors, or between the AGG and any other corporation, firm, association or other entity in which any of its Directors are directors or officers, or have a substantial personal, professional, political or financial interest, except as otherwise provided for in these bylaws.