Article IV - Board of Directors

Article IV

Board of Directors

Section 1
Members: The Board of Directors shall consist of no more than fifteen members, including the officers of the Corporation. Any individual member in good standing or any duly authorized voting representative of an institutional member in good standing is eligible to serve on the Board, subject to the term limits noted in Article IV Section 2.

Section 2
Terms: Regular members of the Board shall serve a three-year term. Members may serve only two consecutive three-year terms, unless additional terms are approved by the Executive Committee or the member is elected to serve as an officer for the Corporation. Members elected to serve as Secretary or Treasurer of the organization shall serve a threeyear term and be eligible for re-election to an unlimited number of terms. Members elected to serve as President-Elect shall complete consecutive two-year terms as President-Elect, President, and a one year term as [Immediate] Past President. The President-Elect, Treasurer and Secretary must be members of the current Board of Directors.

Section 3
Powers: All property, business, and affairs of the Corporation shall be managed and controlled by the Board of Directors. The Board of Directors has the authority to exercise all such powers designated to nonprofit corporations organized under the Membership Corporation Law of the State of New York, but subject, nevertheless, to the statutes of the Certification of Incorporation and the Bylaws of the Corporation known as the Blood Banks Association of New York State, Inc.

Section 4
Vacancies: If a Board position with an unexpired term becomes vacant, the Executive Committee may elect a successor who shall hold the position until the next annual meeting. This Board member will be eligible for election at the next annual business meeting and if elected, will begin a three-year term. He/she will also be eligible for re-election at the termination of the first three-year term. In the event the President is unable to fulfill the duties of his/her office, the President-Elect will act as President for the completion of that term of office and continue as President for the succeeding two-year term. In the event the Immediate Past President is unable to fulfill the duties of his/her office, the office shall remain vacant, and the Executive Committee shall be responsible for ensuring that the duties of the office are carried out.

Section 5
Removal: All board members are expected to actively participate in the business activities of the Corporation, including service on committees. Failure to do so or failure to attend 80% of scheduled board meetings without a reasonable explanation may be considered just cause for removal. A board member or officer may be removed from office with just cause by a three-fourths majority vote of the remaining board members. Reasons for removal must be presented to the accused party in writing, and the accused party must be given an opportunity for self-defense in person or in writing prior to any board action.

Section 6
Salaries and compensation: Members of the Board of Directors may not receive financial compensation for services provided to the Corporation. However, they may enter into a contract with the Corporation, if such a contract is approved by a unanimous vote by the Board at a duly constituted meeting.

Section 7
Monetary powers: The Board of Directors shall designate the banks or trust companies in which the money or securities of the Corporation shall be deposited. They shall designate the manner in which the funds of the Corporation are to be expended. The Treasurer shall provide an annual financial report to the membership at the time of the annual meeting.

Section 8
Agents: The Board of Directors may appoint such agents, as it deems necessary, to conduct certain affairs of the Corporation. The Board shall appoint these agents for a specific period of time. Agents duly appointed by the Board are not automatically members of the Board of the Corporation. A salary or other form of compensation may be paid to the agents of the Corporation.

Section 9
Reimbursement of expenses: The Board of Directors shall reimburse any member, officer, or agent of the Corporation for expenses incurred while acting on behalf of the Corporation, following written policies developed by the Board.
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