ARTICLE V - BOARD OF DIRECTORS

A. General Powers

The business and the affairs of the Association shall be managed by it's Board of Directors. The Board's members may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Georgia.

B. Number and Eligibility

There shall be nine (9) Directors on the Association's Board. Directors must be at least 21 years of age and a member in good standing. No more than three (3) Business members or employees/contractors for scrollsaw related businesses may serve on the Board of Directors at any one time.
 

1. Any direct or indirect employee of any scrollsaw manufacturer, scrollsaw material/pattern/supply companies, distributors, publications, or contractors must include their company, affiliation, and position or function within that company on their resume. Limited to one (1) representative per business.
    

2. Any member who has previously been on the BOD and resigned without just cause, or been removed from the BOD may or may not be eligible to fill a BOD position, as determined by the BOD. The fact they have resigned in the past must be included in the first paragraph of their resume. It will be their choice to justify an explanation for the resignation or not.
    

3. Each candidate's resume, sent to the election committee, must be presented to the BOD prior to being placed on the ballot. If any BOD member is aware of prior misconduct without due regard to public conventions and standards of conduct by any applicant presented, they must make the full BOD aware of this conduct. This conduct may or may not make the candidate ineligible to serve on the BOD, as determined by the BOD. The BOD will notify the election committee of their decision. The Election committee will notify the candidate if the BOD deems their resume ineligible.
    

4. The Board of Directors is obligated to query the membership in the Association's publication and on our web site for prospective candidates.

C. Election

1. An Election Committee, composed of at least one current Board member, may be appointed by the President and approved by the Board. Resumes for nomination must be submitted to the Chairman of the Election Committee.
    

   1. The Committee will recommend no more than three (3) candidates for each open position to the Board for approval and inclusion on the election ballot. Resumes will be forwarded to the editor for publication in the periodic publication and to the web master for use on the web site.
       

      1. The Committee will review each resume to determine eligibility for the position, under the above section B guidelines of eligibility.
          

      2. The Committee will assure that business affiliations requirements are within the guidelines of the by-laws.
          

2. The Committee will prepare a ballot listing eligible candidates, and listing the business candidates. The business candidates will be listed with their affiliation, and also how many business positions are to be filled. If multiple candidates from one business are listed it shall be noted that only one can be voted for.
    

3. Voting is submitted from mailed ballots and from our official web site. The Election Committee will receive and count all of the ballots submitted. Winners of the election will be reported to the Board and the candidates running. The Board will maintain the totals as an official record, to be used for filling vacancies should they occur.
    

4. Ballots will be sent to all members via the periodic publication.
    

5. Resumes and ballots will also be available on the SAW web site under the Members section.
    

D. Tenure and Term of Office

In each election, the three (3) eligible candidates receiving the highest number of votes for the positions available will serve for three (3) years. The term of office shall commence January 1st of the following year.

E. Successive Terms of Service

A Director may not serve more than two (2) successive terms as a Director without at least a year intervening before being eligible to run again for office.

F. Newly Created Board Positions

Should the Board of Directors elect to increase the Board's size, vacancies resulting there from must be filled through the standard election process; these new positions may not be filled summarily through Board appointment.

G. Unexpected Board Vacancies

Vacancies occurring in the Board for any reason may be filled by a vote of a majority of the Board members then in office. A majority of the Board may also elect to fill such a vacancy with the candidate receiving the next highest number of votes in a Board election. If there is no one to fill the position under these guidelines, a quorum of the BOD will vote to either not replace the Board member (only if the time remaining in the term is less than 1/4 of the term) or to conduct a special election by the BOD. A Board member elected to fill a vacancy shall hold office for the un-expired term of the predecessor.

H. Removal of Board Members

A Board member may be removed for just cause by a vote of a majority of the remaining Board of Directors then in office.

I. Resignation

A Board member may resign at any time by giving written notice to the Board, the President, or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

J. Meetings

Regularly scheduled meetings will be held on-line. An annual meeting of the Board of Directors, called by the President, may be held once each calendar year at a pre-announced time and location. Any Board member may call for a Special meeting to be held at a pre-announced time and location, subject to BOD approval.

K. Quorum

A voting quorum shall be a majority of 2/3 of the Board of Directors.  If a quorum does not exist, a majority of the Board members present may adjourn the meeting.

L. Manner of Acting

The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Directors of the Board.

M. Presumption of Assent

A member of the Board of Directors who is present at a meeting of the Board when action on any corporate matter is taken shall be presumed to have assented to the action unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file a written dissent to such action with the person acting as Secretary of the meeting before adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

N. Compensation

No compensation shall be paid to members of the Board as such, for their services; but, if in the execution of their duties they incur expenses incident to the office held, they shall be reimbursed. Requests for reimbursement forwarded to the Treasurer will contain a statement of the expenses. All expenditures will be accompanied by receipts. Nothing herein contained shall be construed to preclude any Board member from serving the Association in any other capacity and receiving compensation therefore.

O. Committees

The Board, by majority vote, may designate such committees it may deem necessary and appropriate. Each committee shall serve at the direction of the Board and shall consist of at least two (2) members.

P. Proposals from the General Membership

Any member of the Association may offer a proposal for consideration by the Board. Proposals shall be submitted in writing to the BOD or the President. This may be done with postal mail or from the web site. The President shall either refer the proposal to an appropriate committee for consideration and recommendation, or place it on the agenda of the next scheduled meeting of the Board. The Board will notify the person submitting the proposal of what action has been taken by the Board.