Section 6.01 Purpose of the Board of Officers
The Board of Officers shall:
- Administer the affairs of AHP (e.g., tactical, short-term, and day-to-day operations) and as defined by these Bylaws;
- Implement the policies established by the Board of Directors through programs developed expressly for such purposes;
- Transact routine business between meetings of the Board of Directors;
- Keep the membership abreast of action items, decisions and organizational changes;
- Coordinate operational activities at all levels of AHP;
- Execute the decisions reached through the vote of the GB; and
- Not take any decision that conflicts with the goals and objectives of AHP.
Section 6.02 Number of Officers
The number of Officers constituting the Board of Officers (the Executive Board) shall be not less than three (3) but not more than twenty-one (21). The number of Officers may be increased or decreased and the titles and designations may be changed upon the recommendation of the Executive Board and by a simple majority vote of the Voting Members present and voting. No decrease shall affect the tenure of office of any incumbent Officer. Until so changed by a simple majority vote of the Voting Members present and voting upon recommendation of the Executive Board, the number of Officers shall be eleven (11). The same person may hold any two (2) or more offices except those of president and secretary.
Section 6.03 Composition of the Board of Officers
The Board of Officers shall consist of elected and appointed officers as follows:
A. Elected Officers
- Public Relations Officer
- Professional Development Officer; and
- Community Service Officer.
B. Appointed Officers:
- Communications Officer
- Membership Officer
- Fundraising Officer
Section 6.04 Quorum of Officers and Action by the Executive Board
Unless a greater proportion is required by law, by these Bylaws, or by the Articles of Incorporation, a simple majority of the Executive Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law, by the Articles of Incorporation or these Bylaws, the action of a majority of the Officers present at a meeting at which a quorum is present, shall be an official action of the Executive Board. Each of the eleven officers shall have one vote in the decisions of the Executive Board.
Section 6.05 Meetings of the Executive Board
A. Regular meetings of the Executive Board may be held at such times as may be fixed by the Executive Board. Special meetings may be held at any time whenever called by any two (2) Officers. Meetings of the Executive Board may be held at any mutually convenient place as may be fixed in the notice of the meeting.
B. Notice of a meeting shall be given to all Officers not less than three (3) days before the meeting. Notice may be delivered via any agreed upon means of communication defined by the Executive Board. The Executive Board shall, by resolution, establish procedures for providing notice of meetings of the Executive Board. A notice shall state the purpose of the meeting or business to be transacted.
C. Notice of a meeting of the Executive Board need not be given to any Officer who signs a waiver of the notice which is filed with the records of the meeting, or is present at the meeting. An Officer's attendance at any meeting shall constitute waiver of notice of such meeting, excepting attendance at a meeting by the Officer for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 6.06 Informal Action by Officers; Meetings by Conference
A. Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting if a unanimous written consent, which sets forth the
action, is (i) signed by each member of the Executive Board, and (ii) filed with the minutes of proceedings of the Executive Board.
B. Members of the Executive Board may participate in a meeting by any agreed upon means of communication defined by the Executive Board. Participation in a meeting by such means shall constitute presence in person at the meeting.
Section 6.07 Compensation of Officers
A. AHP shall not compensate Officers for services rendered to AHP. However, Officers may be reimbursed for expenses incurred in the performance of their duties to AHP, in reasonable amounts as approved by a majority of the Executive Board.