Section 5.01 Purpose of the Board of Directors
The Board of Directors shall:
- Verify and supervise the business and affairs of AHP (e.g., strategic, long-term planning, governance);
- Exercise all duties and responsibilities specifically conferred or implied herein, as defined by these Bylaws;
- Provide guidance (as necessary) and oversight of the activities undertaken by the Board of Officers;
- Determine all questions of policy and procedures pertinent to AHP; and
- Not take any decision that conflicts with the goals and objectives of AHP.
Section 5.02 Number of Directors
The number of directors constituting the entire Board of Directors shall be not less than seven (7) but not more than twenty-one (21). The number of directors may be increased by or decreased by the vote of a simple majority of the entire Board of Directors then in office, except that no decrease shall affect the tenure of office of any incumbent director. At no time shall the number of directors be fewer than seven (7). Until so changed by the Board of Directors, the number of directors shall be eleven (11).
Section 5.03 Composition of the Board of Directors
A. The eleven (11) members of the Board of Directors shall include:
- a Chair,
- a Vice-Chair,
- a Secretary,
- Eight (8) additional members.
B. The Chair, Vice-Chair and Secretary shall be elected by a simple majority vote of the Board of Directors then in office.
C. Chair. The Chair shall perform all duties customary to that position in accordance with AHP purposes and objectives, including but not limited to:
- Presiding over all meetings of Board of Directors, unless otherwise designated;
- Overseeing the activities of the Board of Directors; and
- Overseeing the activities of the Executive Board.
D. Vice-Chair. The Vice-Chair shall perform all duties customary to that position in accordance with AHP purposes and objectives, including but not limited to:
- Presiding over all meetings of the Board or Directors, in the absence or inability of the Chair;
- Supporting the Chair in his/her function; and
- Overseeing the activities of the Board of Directors and Executive Board.
E. Secretary. The Secretary shall perform all duties customary to the office of Secretary in accordance with AHP purposes and objectives, including but not limited to:
- Keeping, or causing to be kept, an accurate record of the proceedings of all meetings of the Board of Directors within seven (7) business days of the applicable meeting and filing such minutes in the minute book;
- Providing the minutes to members upon request;
- In case of absence, refusal or inability to act, any person whom the Board of Directors so directs may perform the duties of the Secretary's office on an ad hoc basis.
F. The following members of the Board of Officers, President and Vice-President, by virtue of their offices, will be ex officio members of the Board of Directors. Ex officio directors shall have the same voting rights and responsibilities as directors. All sections in these Bylaws applicable to directors shall apply to ex officio directors. Other members of the Board of Directors shall not hold positions on the Board of Officers during the same term.
G. SPECIAL CLAUSE: As AHP's foundation is still embryonic and evolving, during the first year following AHP's first election, members of the Board of Directors shall be allowed to hold dual positions in both the Board of Directors and Board of Officers simultaneously.
Section 5.04 Qualifications of Directors
All Directors shall:
- Be members in currently good standing;
- Be free from past disciplinary action or probation; and
- Qualify as General or Honorary General Members.
Section 5.05 Election and Term of Directors
The Board of Directors shall be comprised of those directors named in the Articles of Incorporation. Such persons shall hold office for a term of two (2) years, or until their successors have been elected and qualified by the Voting Members as set forth below. At AHP's third annual meeting subsequent to the date of incorporation of AHP, the Voting Members shall elect the number of directors fixed by the Board of Directors by simple majority vote of the of the Voting Members, present and voting.
Every two (2) years at the annual meeting, Directors will be elected to fill the open positions on the Board of Directors for a term of two (2) years. The Voting Members shall elect the successor members of the Board of Directors and shall do so by simple majority vote of the Voting Members present and voting. Each Director shall hold office for the term for which elected until such Director's successor is elected and qualified, or until such Director sooner dies, resigns, is removed or becomes disqualified. An Elections Committee shall be established in accordance with Article IX to manage the election process.
Section 5.06 Newly Created Directorships and Vacancies
Vacancies in the Board of Directors (including vacancies resulting from an increase in the number of directors) may be filled at any annual, regular or special meeting of the General Body. A Director elected to fill a vacancy shall serve for the remainder of the term of the vacant position.
Section 5.07 Removal of Directors
A. Any one or more of the Directors may be removed for cause or for violation of these Bylaws at any time by an affirmative vote of (i) a simple majority of the entire Board of Directors then in office and ratified by a simple majority vote of the Voting Members present and voting or (ii) a two-thirds (2/3) majority vote of all of the Voting Members of AHP once a Special Meeting has been duly called by the Voting Members pursuant to Section 14.03.
B. Any Director who has been removed from the Board may still retain his/her membership in AHP. Membership shall only be terminated through the member expulsion procedures of Section 4.11B.
Section 5.08 Quorum of Directors and Action by the Board of Directors
Unless a greater proportion is required by law, by these Bylaws, or by the Articles of Incorporation, a majority of the Board of Directors shall constitute a quorum for the transaction of business. Each director shall have one vote. Except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the Directors present at a meeting at which a quorum is present, shall be an official action of the Board of Directors.
Section 5.09 Meetings of the Board of Directors
A. Regular meetings of the Board of Directors may be held at such times as may be fixed by the Board of Directors. Special meetings may be held at any time whenever called
by any two (2) Directors. Meetings of the Board of Directors may be held at any mutually convenient place as may be fixed in the notice of the meeting. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
B. Notice of a meeting shall be given to all Directors not less than three (3) days before the meeting. Notice may be delivered via any agreed upon means of communication defined by the Board of Directors. The Board of Directors shall, by resolution, establish procedures for providing notice of meetings of the Board of Directors. A notice shall state the purpose of the meeting or business to be transacted.
C. Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of the notice which is filed with the records of the meeting, or is present at the meeting. A Director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 5.10 Informal Action by Directors; Meetings by Conference
A. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a unanimous written consent, which sets forth the action is (i) signed by each member of the Board of Directors, and (ii) filed with the minutes of proceedings of the Board of Directors.
B. Members of the Board of Directors may participate in a meeting by any agreed upon means of communication defined by the Board of Directors. Participation in a meeting by such means shall constitute presence in person at the meeting.
Section 5.11 Compensation of Directors
A. AHP shall not compensate Directors for services rendered to AHP. However, Directors may be reimbursed for expenses incurred in the performance of their duties to AHP, in reasonable amounts as approved by a simple majority of the Board of Directors.