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The officers of the Association shall consist of the Board of Directors and the Executive Body.
A. Board of Directors shall consist of seven (7) persons including the Executive Chairperson. The Chairman of the Board is the Executive Chairperson. The Board shall serve for a 3 years term.
B. Executive Body shall consist of the Chairperson, vice Chairperson, Secretary and Treasurer. The Executive Body shall be elected every three years.
The Executive Body shall be elected from the general membership.
Vacancies occurring in office shall be filled by appointment by the Board of Directors for the current unexpired term. Election of officers shall be staggered.
Administration:
Section 1(a).
The administration of the ASM African Initiative Group shall be entrusted to the Board of Directors.
Section 1(b).
Board of Directors: The Board of Directors shall consist of seven (7) ASM members. The Board shall consist of: the Chairperson, Secretary and Treasurer, 2 members elected by AIG and 2 non AIG members. The 2 non AIG members shall be appointed by the Executive Body.
The Board of Directors shall be responsible for the safety of all important papers, badges and other documents of the Association as well as approving annual budgets for the Association. The Board of Directors shall be the standing auditors of the Association.
Section 2.
Any member in good financial standing with the ASM African Initiative Group for more than one year, as determined by the Association’s records, shall be eligible for elective office.
Section 3.
Election: Election of officers shall be held every three (3) years during the ASM General Meeting. Those eligible to vote are members in good standing and whose names appear on the official updated membership list, as submitted by the Secretary. Election shall be approved by simple majority. The newly elected officers shall be installed at the General Meeting.
Duties:
Section 4.
Chair: Responsible for the day to day operational activities of the Association. Implementation of projects. Assign tasks to the Vice Chair. Perform additional tasks as mandated by the Board.
Vice Chair: serves in the absence of the Chair. Implement tasks as assigned by the Chair.
Secretary: The Secretary shall be responsible for the keeping of an accurate record of the minutes of all meetings of the Organization, and of the Board of Directors. The Secretary shall maintain a roster of all members of the Organization, and shall keep on file all documents, communications, and other papers relating to the business of the Organization.
Treasurer: The Treasurer shall be responsible for the keeping of an accurate record of all financial transactions of the Organization, and shall approve the expenditure of funds, as authorized by the Board of Directors.
Officers: The Officers for election shall be the Chair, Vice Chair, the Secretary, the Treasurer, and the two AIG members of the Board of Directors.
Section 5.
- a) The Chairperson shall appoint all committees with the approval of the Executive Body.
- b) As the organization grows or changes, the Executive Body may appoint additional officers (e.g. publicity or communications officer), as necessary to meet the needs of the organization.
Quorum of the Board. At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Organization, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting.
Amendments: An amendment to the Bylaws may be proposed in writing by the Board of Directors or by five (5) Members entitled to vote on the amendment. Once so proposed, the Board of Directors will review the amendments and make a recommendation report to the Members.
Rules of Order. The rules contained in the current edition of Robert’s Rules of Order Newly Revised govern the Association in all cases to which they are applicable and in which they are not inconsistent with the law, the Articles of Incorporation, these Bylaws, and any special rules or order the Association may adopt
Indemnification
To the fullest extent permitted by law, the Association shall indemnify and hold harmless its Directors and Officers as required by the law against all claims, damages, losses, and expenses, including, but not limited to reasonable attorney’s fees, arising out of or resulting from any act, conduct, omission, negligence, misconduct or unlawful act or negligence of its Directors and Executive past and present.