Bylaws of the American Psychological Association - Article VII: Board of Directors
The Board of Directors shall consist of the President, the President-elect, the Past President, the Recording Secretary, the Treasurer, the chief staff officer (without vote), the APAGS Representative to the Council of Representatives and six others elected by a preferential ballot by those Members holding seats on Council during the year preceding the election and from those Members holding seats on Council representing Divisions or State, Provincial and Territorial Psychological Associations during the year immediately preceding the election. Directors not serving ex officio shall serve for staggered terms of three years. All members of the Board of Directors shall serve until their successors are elected and qualify.
Regular meetings of the Board of Directors shall be held not less frequently than semi-annually at a time and place to be specified by a vote of the Board of Directors. The Board of Directors shall also establish a mechanism to provide continuing and prompt attention to such problems as may arise. A quorum at any meeting shall consist of a majority of its entire membership.
In the case of disability or resignation of a Director, Council shall fill the vacancy for the unexpired term.
The Board of Directors shall be the administrative agent of Council, shall supervise the work of the chief staff officer of the Association, and shall exercise general supervision over the affairs of the Association. In the interval between the Annual Meetings of Council, the Board of Directors shall have authority to take such actions as are necessary for the conduct of the Association's affairs in accordance with these Bylaws and the policies of Council. If an emergency is declared by a majority of the Board of Directors, the Board shall have power to take actions as though such action were taken by Council. The Board of Directors shall make a report of such emergency actions not later than the next meeting of the Council. It shall furnish a report of all such transactions at each Business Meeting of Council held in conjunction with the Annual Convention.