Section 1. General Powers
The property and affairs of the College shall be managed directly under the authority of its Board of Directors. The Board of Directors shall review the performance of the chief executive officer annually.
Section 2. Number and Tenure
The Board of Directors shall consist of nine (9) elected directors, one (1) elected young physician director, officers of the College, the speaker and speaker-elect of the House of Delegates, immediate past president of the College, and the chief executive officer (ex-officio, non-voting).
Elected directors shall take office upon their induction at the annual membership meeting following their election and shall serve for a term concluding at the third succeeding annual membership meeting, and until their successors shall be duly elected and qualified, or until their death, resignation or removal, provided, however, that the terms of the elected directors shall be staggered so that three (3) elected directors shall be elected prior to each annual membership meeting to succeed the three (3) elected directors whose terms shall expire at that meeting.
The young physician director shall be elected every third election cycle or as needed if a vacancy for the young physician director exists and every third election cycle thereafter. The term of office shall be one three (3) year term concluding at the third succeeding annual membership meeting, and until their successor shall be duly elected and qualified or until his or her death, resignation or removal.
The officers of the College shall serve as members of the Board of Directors during their terms as officers.
The immediate past president shall serve for the year immediately following his or her term of office.
The speaker and speaker-elect of the House of Delegates shall serve as members of the Board of Directors during their terms in these offices.
Eligible voting members (voting directors) of the Board of Directors shall include: the officers of the College, all elected directors, the elected young physician director, the Speaker of the House of Delegates, and the Speaker-Elect of the House of Delegates.
Section 3. Qualifications
Only Fellows may serve as an elected (e.g. other than young physician) director.
The young physician director must be an active member or fellow. The young physician director must be under 40 years old at the time of his or her election, which shall be considered the last day of voting eligibility for that election. The young physician director may not run again as a young physician director except as provided for in Section 5(e) of this article but may run for an elected director position.
Individuals elected to the Board of Directors may succeed themselves but may not run for more than two (2) consecutive three (3) year terms, except as provided for in Section 5(e) of this article.
No individual may serve more than 8 consecutive years in a director position.
A director may serve as an officer following his or her term as director.
A director elected to an office with a term concurrent with his or her term as director will have their director term ended when assuming the term as officer.
Section 4. Nomination, Election
Nomination
The Candidate Selection Committee (CSC) will be responsible for providing recommendations to the Board of Directors for director and officer candidate nominations. It will be comprised of seven (7) individuals: Those officers installed at the next annual membership meeting as the President-Elect as chair; the Vice-President; the Immediate Past-President; the Speaker-Elect; and the Recorder of the House of Delegates; and the Chair and one other member of the House of Delegates Internal Affairs Work Group.
For directors, the Candidate Selection Committee shall nominate a slate of candidates for election to open directorship seats. The slate shall consist of at least two (2) candidates for each opening directorship seat, and select one ranked alternate candidate. The Candidate Selection Committee shall consider as potential candidates incumbent directors whose terms of office are expiring, who are eligible to be reelected, and who have been recommended for continued directorship by current members of the Board of Directors.
For the young physician director, the Candidate Selection Committee shall nominate at least two (2) candidates and an alternate candidate as required by vacancy.
Election
Each voting College member shall be entitled to one (1) vote for each directorship to be filled, provided, however, that a member may cast no more than one (1) vote for any nominee for director. Those nominees receiving the most votes (up to the number of directors to be elected) shall be elected.
Voting for the election of directors and officers shall be conducted by secret ballot. Election ballots shall be distributed by method(s) determined by the Board of Directors no later than November 1. Names not on the ballot may be written in. Only those ballots that have been received at the place designated for return by December 15 may be counted. The results shall be announced no later than the annual membership meeting.
Section 5. Vacancies
Vacancies created by elected directors who cannot fulfill their position shall be filled by those director candidates who receive the next highest number of votes in descending order as identified by the tabulation that year after the three director slots have been filled.
Vacancies created by the young physician director who cannot fulfill the position shall be filled by the young physician candidate who received the next highest number of votes for young physician director. If that individual is not able to serve, the young physician candidate nominated as alternative young physician director shall become the young physician director. In either situation the young physician candidate must meet other qualifications for the position as would have existed at the time of his or her election.
A director filling a vacancy will serve until the completion of the term of the elected director they replace and until their successor shall be duly elected and qualified or until his or her death, resignation or removal.
In the event that no elected director or young physician director is able or willing to assume the elected director or young physician director position as per Section 5(a) and (b), the director position shall remain vacant until the next general election.
Those elected directors and young physician director filling unexpired terms shall be eligible to run for a full term as an elected or young physician director at the end of the unexpired term that they have filled so long as they meet other qualifications for the position.
Section 6. Meetings
Regular meetings of the Board of Directors shall be held no less than three (3) times each year at a time and place determined by the Board. One of those meetings shall take place no more than ten (10) days prior to the annual meeting of the members of the College.
Special meetings of the Board of Directors may be called by the president or by any five (5) members of the Board of Directors and may be held at any place and at any time designated in the call of the meeting.
Written notice of the time and place of each meeting of the Board of Directors shall be delivered to each director by mail or other electronic means approve by the Board of Directors no fewer than ten (10) days prior thereto; provided, however, that twenty (20) days written notice shall be provided with regard to any meeting of the Board of Directors or the membership that considers the removal of any director.
A majority of the eligible voting members of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors.
The act of a majority of the eligible voting members of the Board of Directors voting at any duly called meeting at which a quorum is present shall be the act of the Board of Directors, except where the act of a greater number is required by law, the articles of incorporation or these bylaws.
Directors may, where feasible, participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.
During any meeting of the Board, the Board may enter into Executive Session either by schedule or as determined appropriate by the President. Executive Session shall be limited to Officers of the Board, Directors, and the chief executive officer. At the discretion of the President, additional persons relevant to the matters for discussion in Executive Session may be invited to remain but shall be required to exit prior to the Board’s discussion of any relevant action item. Additionally, any persons including Officers, Directors, and the chief executive officer, who are the subject of matters to be discussed during Executive Session, shall be required to exit.
Section 7. Removal of Directors
A director may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes present and voted, either in person or by proxy, at a regular or special meeting of the members of the College, or by the affirmative vote of three-quarters (3/4) of all Board members eligible to vote at a regular or special meeting of the Board of Directors of the College; provided, however, that written notice that a purpose of the meeting is to vote upon the removal of one (1) or more directors named in the notice shall have been delivered to all members entitled to vote thereat. Only the named director or directors may be removed at such a meeting.
Section 8. Cause for Removal
Cause for removing a director shall include, but not be limited to commission of any of the following acts:
failure by a director to attend more than sixty percent (60%) of the meetings of the Board of Directors in any 24-month period, or three consecutive meetings, without reasonable cause;
determination that the director has failed to comply with the code of ethical conduct of the College;
fraudulent or dishonest conduct or gross abuse of the position of director.
Section 9. Designated Observers
The Board, at its discretion, may create designated observer seats on the Board by simple majority vote. Designated observers are non-director, non-voting participants of the Board of Directors. Designated observers are expected to serve in an advisory capacity and provide perspectives on matters that may differ from those of full directors. Designated observers may be nominated by appropriate entities and approved by the Board for appointment for up to a maximum of a three (3) year term.
The Board shall periodically assess the need for the continuation of any designated observer roles, and at its discretion, decide to eliminate designated observers as needs of the College evolve.