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  1. The Board of Directors shall consist of the President, the President-elect, the Past President, the Recording Secretary, the Treasurer, the chief executive officer (without vote), the APAGS Past Chair or other designee from the APAGS Executive Committee, the Chair and Chair-elect of any leadership group elected by Council, six members-at-large and the Public Member. All members of the Board of Directors shall serve until their successors are elected and qualify.

  2. The members-at-large of the Board of Directors shall be Members of the Association elected by a preferential ballot by the voting Members of the Association and shall serve for staggered terms of three years. The members-at-large shall not succeed themselves in this office nor be eligible to appear as a candidate on the Recording Secretary or Treasurer election ballots for at least one year after their term has expired.

  3. The Public Member shall be appointed by the Board of Directors for a three-year term under procedures defined in the Association Rules. The Public Member shall not succeed themself in this office.

  4. 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.

  5. In the case of death, disability, resignation, or removal of a Director, vacancies shall be filled by procedures defined in the Association Rules.

  6. The Board of Directors shall be the administrative agent of Council, shall supervise the work of the chief executive 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.

Date created: 2008