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Governance |
200. GOVERNANCE
201. The managing body of the AAES shall be the Board of Governors (Board) consisting of the Chair-Elect, Chair, Past- Chair, six At-Large Governors, Executive Director, and Secretary/Treasurer. The Executive Director and Secretary/Treasurer shall serve with voice, but no vote.
(A) The purposes of the Board shall be as specified in Article IV, Section 1, of the Constitution.
(B) There will be at least four meetings of the Board each year. Special meetings may be called by the Chair or any five voting members of the Board. The Executive Director shall notify the members of the Board of any meeting giving the time and place and, if a special meeting, the purpose thereof. Not less than fifteen (15) days notice must be given to the Governors prior to any special meeting.
(C) A quorum for a meeting of the Board shall be a majority of the voting members. This quorum requirement also applies to any meeting conducted by means of telecommunications in which each participant hears directly all participants. For any vote taken by letter ballot (or equivalent procedure) the quorum requirements will consider to have been met if a majority of the voting members return ballots.
(D) Members of the Board serving with voice but no vote shall have all the parliamentary rights and privileges of the Governors except the right to vote. Guests attending at the invitation of the Chair or Executive Director, may be recognized by the Chair for such purposes as making reports, supplying information, or providing opinions, but enjoy no other parliamentary rights and privileges.
(E) Approved minutes of Board meetings shall be sent to the Presidents and Chief Staff Officers of Member, Associate Member and Regional Member Societies, and all members of the Board.
202. Officers
(A) Article V of the Constitution lists the AAES officers as Chair-Elect, Chair, Past- Chair, six At-Large Governors, Executive Director, and Secretary/Treasurer.
(B) Terms of Office
1. Terms of office for the six At-Large Governors will be three (3) years. Two At-Large Governors will be appointed every year. All terms will begin January 1 and end December 31, or until successors have been elected and assume office.
2. The office of Chair will be filled each year by the previous year's Chair-Elect. The office of Past-Chair will be filled each year by the previous year's Chair. An individual may serve only one (1) term as Chair and thereafter shall be forever ineligible to serve again as Chair.
3. If the Board determines that a permanent vacancy exists in the position of Chair, the Chair-Elect shall assume the duties of Chair for the remainder of that term and shall continue to serve the following full term. If an incumbent Past Chair is not available or vacates that position, the next most recent Past-Chair, who is available to serve, shall fill that position for the remainder of the term.
4. In the temporary absence or disability of the Chair, the Chair-Elect shall discharge the duties of the Chair.
5. If the Board determines that a permanent vacancy exists in the position of At-large Governor the appropriate Caucus shall hold a special meeting and appoint a replacement to fill the unexpired term.
(C) Requirements for Officers
1. All officers except the Executive Director and Secretary/Treasurer shall be current or past Presidents of Member Societies or current Chief Staff Officers of Member Societies. Chief Staff Officers are not eligible to become Chair.
2. No more than one Chief Staff Officer from each Caucus shall serve on the Board at any one time.
3. Each voting Officer shall be a member of a different Member Society.
(D) The appointment of officers shall be as follows:
1. All officers, except the Executive Director and Secretary/Treasurer, shall be appointed by Caucuses in accordance with Section 203.
1. The Executive Director shall be a full time employee of AAES and shall be selected when appropriate by the Board.
2. The Secretary/Treasurer shall be selected by the Board with the intent of serving a three-year term. However, ,the appointment shall be made annually. No person may serve more than six (6) consecutive years in the position.
(E) The Board shall:
1. Make such rules and regulations as from time to time it may deem proper for its own governance and for the duly authorized transaction of business of the AAES.
2. Set goals for and limits on AAES activities.
3. Monitor and evaluate the performance of, and set the yearly compensation for the Executive Director.
(F) The Chair shall:
1. Have general supervision over the affairs of AAES.
2. Preside at all meetings of the AAES and meetings of the Board.
3. Be an ex-officio member of all committees, commissions and task forces.
4. Deliver an address at the Annual Meeting of the AAES or at some other Business Meeting during term of office.
(G) Under the direction of the Board, the Executive Director shall:
1. Be the Chief Operating Officer of AAES.
2. Perform such duties as may be prescribed by the Board.
(H) The Secretary/Treasurer:
1. The areas of responsibility of the Secretary shall include but not be limited to all official AAES documentation and communications, such as notices and minutes of the Board, annual reports, and similar items required by law or the Constitution and Bylaws. Recommendations may be made to the Board, from time to time, on the adoption of policies and procedures and for delegations of authority to achieve efficient and effective operations.
2. The areas of responsibility of the Treasurer shall include all AAES fiscal matters, such as the preparation of budgets and financial plans, procedures for handling receipts and disbursements, estimates of AAES risks and the adequacy of insurance and surety bond protection, investments, accounts, audits, and the preparation of reports for the Board. Recommendations may be made to the Board on the adoption of policies and procedures and for delegations of authority to facilitate operations while safeguarding assets of AAES.
3. The Secretary/Treasurer shall be an ex-officio member of all Committees established to work in the above areas.
(I) Except as specifically provided in the above paragraphs, the officers shall perform the duties which are usually performed by such officers and such duties as may be assigned to them from time to time by the Board.
203. Caucuses
(A) There shall be two Caucuses, designated Caucus A and Caucus B, whose duty shall be to appoint Officers and members of the Awards Committee.
(B) At the spring Business Meeting the Caucuses shall advise the Secretary of their appointments for the year beginning the following January 1 (July 1 for Awards Committee). If appointments result in conflict with Section 202
(C) 3 the conflict will be referred to the Caucuses for joint resolution. If resolution is not reached within 60 days the matter will be resolved by the Board. (C) Member Societies may join either Caucus but may join only one Caucus. At the spring Business Meeting each member society shall advise the AAES Secretary as to the Caucus they will join for the following 12 months.
(D) Each Caucus shall adopt its own operating procedures subject only to the requirement that all voting in Caucus A shall be proportional, based on dues for the then current year, and voting in Caucus B shall be one vote per Member Society.
(E) Each year Caucus B shall appoint one At-large Governor. In the year 2004 and every three years thereafter Caucus B shall appoint the Chair-Elect. Appointments of members of the Awards Committee shall be made as required to meet the requirements of Paragraph 405 (C) 2.
(F) Each year Caucus A shall appoint one At-large Governor and one member of the Awards Committee. In the years where Caucus B does not appoint the Chair-Elect that appointment shall be made by Caucus A. Appointments of members of the Awards Committee shall be made as required to meet the requirements of Paragraph 405 (C) 2.
(G) In May 2002 each Caucus will appoint a Governor with a one year term, a Governor with a two year term, and a Governor with a three year term.