Constitution & Bylaws
 
Bylaw VI:
Board of Trustees
SECTION 1. MEMBERSHIP
The Board of Trustees shall consist of thirteen members. Annually, at its spring meeting the Board of Trustees shall nominate at least four persons who are members of the Council, past members of the Selection and Scheduling Committee or past Chairs of a conference as candidates for Trusteeship. In making such nominations the Board shall give due consideration to the desirability of the membership of the full Board representing on a continuing basis the various major geographic areas and disciplines of the scientific community and to ensure such continuing representation, in submitting such nominees for election the Board may group or pair the nominees and cause the Council to elect a specified number of members from each group or pair. From this slate, within sixty days after the nomination, the Council shall be provided the list of nominees together with individual biographical information. The Council shall elect two Trustees by mail ballot, to be returned to the Director within forty five days of receipt, for terms of six years each. Elected Trustees may be re-elected for additional terms but shall not be eligible to serve for consecutive six year terms. Their terms shall begin upon the final adjournment of the meeting of the Board of Trustees next after August 1 of each year. In addition, the executive officer of the American Association for the Advancement of Science, or such officer's delegate, shall serve as a Trustee.
SECTION 2. OFFICERS
Paragraph a. The presiding officer of the Board of Trustees shall be a Chair to serve for one year, with the responsibility and authority to act for the Director in the Director's absence or in an emergency.
Paragraph b. The Board of Trustees, at its fall meeting, shall elect, from among its own members who have at least one year remaining to serve in office as Trustee, a Vice-Chair to serve one year and shall elect, from within its own membership, a Chair to serve for one year. In the event the member elected to serve as Chair is elected while in the last year of service in office as Trustee, such Chair shall be an ex officio Trustee while serving as Chair.
Paragraph c. The Board of Trustees shall also elect a clerk who shall be a resident of the State of New Hampshire and who shall perform such duties as may be assigned by the Board, and who shall hold office until a successor is similarly chosen.
Paragraph d. The Board of Trustees shall appoint a Finance Committee which shall oversee the financial affairs of the CONFERENCES. The Finance Committee shall review on a continuing basis the accounting procedures and financial controls of the CONFERENCES, shall annually develop a budget, shall receive the report of the auditor, and shall report at every meeting of the Board of Trustees. Unless provided to the contrary by the Board, the Vice-Chair of the Board shall serve as Chair of the Finance Committee. The Finance Committee shall consist of such number of members, appointed for such terms as the Board may from time to time designate and in addition to its duties set forth herein, shall serve as the Audit Committee, all in accordance with the Finance Committee Charter adopted and amended from time to time by the Board of Trustees.
Paragraph e. The Board of Trustees shall designate an auditor of the CONFERENCES which shall be a nationally established firm of certified public accountants.
Paragraph f. The Chair, the Vice-Chair and the immediate past Chair shall constitute the Executive Committee. The Director shall serve as an ex officio member. The Executive Committee shall have general authority to deal with matters which are within the authority of the Board but which, in the opinion of the Chair and Director, should be addressed before the next regularly scheduled Board meeting and do not merit convening a special meeting of the Board. The Executive Committee shall record and distribute to the full Board, within 10 days of each committee meeting, minutes of such meeting. All actions taken by the Executive Committee shall be presented to the full Board for ratification at the Board's next duly called meeting. The Executive Committee shall also have such authority as may from time to time be delegated to it by the Board of Trustees.
If in exercising its authority, the Executive Committee is called upon to act with respect to matters outside the scientific disciplines of those on the committee, before taking action on such matters, the committee shall seek the advice of one or more other individual members of the Board of Trustees with expertise in such scientific disciplines.
The Executive Committee shall meet on the call of the Chair or the Director, which meeting may be in person or by telephonic or other electronic communication, provided that the Executive Committee shall not meet unless all members are present. The Chair shall preside at all meetings of the Executive Committee. Any member of the Executive Committee whose term as Trustee has expired shall be an ex officio Trustee while serving on the Executive Committee.
SECTION 3. MEETINGS
The Board of Trustees shall meet on call of the Chair, Vice-Chair, or Director and not less than two times a year. Six Trustees shall constitute a quorum at any meeting of the Board of Trustees.
SECTION 4. RESPONSIBILITY AND AUTHORITY
Paragraph a. The management of the affairs of the CONFERENCES shall be vested in the Board of Trustees who also shall have the responsibility and authority to initiate, plan and develop specific actions designed to implement the general policies recommended by the Council and to direct their execution; to delegate to the Director adequate authority to carry out the Director's responsibilities; to control salaries and employment practices generally; to make continual study of the advisability of establishing new conferences and related meetings and rescheduling previously established ones; and to support the Director in establishing and maintaining good relationships with scientific organizations and with the meeting host organizations.
Paragraph b. In the event of a tie vote in any election for any position associated with the CONFERENCES, the tie shall be resolved by vote of the sitting members of the Board of Trustees which vote may be taken at the next regular or special meeting of the Board or by mail ballot.
Paragraph c. The Board of Trustees shall have the authority to establish such ad-hoc committees as it determines to be necessary to carry out the business of the CONFERENCES.
SECTION 5. REMOVAL
Paragraph a. By Board of Trustees. In the event a Trustee becomes unable or unwilling to complete such Trustee's term and perform the duties of Trustee as provided herein, the Board of Trustees shall remove such Trustee as Trustee and shall elect a member of the Council, a past member of the Selection and Scheduling Committee or a past Chair of a conference as successor Trustee to serve for the balance of the unexpired term provided, however, the Board of Trustees shall use reasonable efforts to select a successor Trustee from the same major area and discipline of the scientific community as the Trustee being replaced.
Paragraph b. By Council. The Council may remove one or more Trustees without cause. A Trustee may be removed under this paragraph by Council vote made in the same manner as the Council votes to elect Trustees. A Trustee may be removed by the Council only at a meeting duly called for the purpose of removing the Trustee and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Trustee. An entire Board of Trustees may be removed under this paragraph.