Section 1. The Conference shall be governed by the Board of Directors. The Board of Directors shall consist of the following persons:
a) Those persons holding the positions of President, Executive Vice President, Vice Presidents, Secretary and Treasurer of the Conference;
b) The immediate Past President of the Conference;
c) Nine members elected as Directors by the membership at large (herein the Elected Directors);
d) One representative selected as such by each Chapter of the Conference;
e) Committee Chairs of the Issues and Taxes Committees, who are not directors. The appointment of the Issues and Taxes Committee Chairs by the President must be approved by the Board of Directors. Notwithstanding anything to the contrary contained in Article X Section 4, the Committee Chair of the Issues Committee and the Taxes Committee must be a Member and be eligible to serve as a member of the Board of Directors.
f) Each Director shall be a Member of the Conference. No person may hold more than one position on the Board of Directors in any one year.
Section 2. At each Annual Meeting, a number of elected directors equal to those whose terms are expiring on October 31 of such year shall be elected for a three-year term commencing November 1. In addition, if one or more Directors are unable to complete their terms, Director(s) shall be elected from the membership, to serve the remainder of the terms pursuant to the procedures outlined in Section 10 of this article.
Section 3. Any Elected Director or officer may be removed for cause by a vote of the Board of Directors at a special meeting called for that purpose. A vote of two-thirds of the entire Board of Directors shall be necessary for the removal of any elected director or officer. The Chairs of the Issues and Taxes Committees may be removed by the President only with approval of a majority of the entire Board of Directors. The authority of any officer elected by the members to act in his official capacity may be suspended for cause by action of the Board of Directors at a meeting. No officer elected by the members may be suspended by the Board of Directors without prior notice of, and an opportunity to be heard at the meeting of the Board of Directors at which the question of suspension is to be considered. The Hearing shall be conducted in accordance with the provisions of Article II Section 5 (a). This provision specifically excludes proxy voting.
Section 4. Any person holding the position of Director by virtue of his status as an officer designated in Paragraph (a) of Section 1 of Article VIII, shall cease to be a director if he or she or she shall cease, for any reason, including by reason of his or her removal as such an officer, to hold such office.
Section 5. Any person holding the position of Director by virtue of his or her status as the Immediate Past President of the Conference may be removed for cause at any time by the vote of the members at a special meeting called for that purpose.
Section 6. Notwithstanding any of the foregoing, no Director may be removed by the Board of Directors or by constituent members of a Chapter, or by the members without prior notice of, and an opportunity to be heard at the meeting of the Board of Directors, the Chapter members or the members of which the question of removal is to be considered.
Section 7. Each duly elected President who has served his or her full term as such in accordance with the provision of Section 1 of Article XII hereof shall, except while he or she may be serving as a Director of the Conference in accordance with the provision of Section 1 of Article VIII, be designated an Honorary Director of the Conference. Honorary Directors shall be entitled to notice of and to attend all meetings of the Board of Directors, but shall not be entitled to vote nor shall their status or presence be counted in determining the requirements for or existence of a quorum at any meeting of the Board of Directors.
Section 8. The term of each Chapter Representative Director shall expire on the October 31 next following his or her designation.
Section 9. A Chapter of the Conference entitled to elect a Chapter Representative Director, as provided in Section 1 of Article VIII, may elect or appoint an alternate for such Representative. Such alternate may, in the absence of the regular Chapter Representative Director from any meeting of the Board of Directors and upon written notice to the Secretary of the Conference, attend such meeting and exercise therein the rights, powers and privileges of the absent Chapter Representative Director.
Section 10. Vacancies among Elected Directors, however caused, may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected by the Board of Directors to fill a vacancy shall serve until the next succeeding Annual Meeting of Members and until his or her successor shall have been elected. The term of any Elected Director elected at an annual meeting to fill a vacancy shall expire at the expiration of the originally scheduled term of the Elected Director whose vacancy is being filled.
Section 11. The business affairs and the activities of the Conference shall be managed by its Board of Directors which may exercise all such powers of the Conference and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by-laws directed or required to be exercised or done by the members.
Section 12. The Directors may keep the books of the Conference, except such as are required by law to be kept within the state, outside the State of New York at such place or places as they may from time to time determine.