SECTION 1. The business and property of the Society shall be conducted and managed by a Board of Directors that shall be designated the Council of the Society (the “Council”).
SECTION 2. The Council shall consist of a maximum of 13 persons of whom 4 shall be Officers comprised of a President, President-Elect, Immediate Past-President, Secretary / Treasurer, and up to a maximum of eight Councilors representing The Americas, Europe/Africa/Middle East and Asia/Oceania. Except as otherwise provided in these Bylaws or in the Certificate of Incorporation, the number of Councilors that shall constitute the whole Council shall be fixed at the Business Meeting of Members, and if not so fixed, then the number of Councilors that constitutes the whole Council shall remain the same as the prior number so fixed. Each region should be represented by at least one Councilor, but the number from any one region shall not exceed the proportion of Members in good standing from that region in the Society. Each Officer and Councilor shall be a Full Member of the Society in good standing at the time of his/her nomination, election and term in office. The President-Elect, Secretary and Treasurer shall be elected from among those Councilors who have served one full term of 4 years on the Council. The Councilors shall be elected from all members in the manner provided in these bylaws.
SECTION 3. The President, President-Elect, and Immediate Past President shall serve for 2 years in each position and until their successors are installed in office, which shall occur as the last item of business at the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may not serve consecutive terms. The Secretary, Treasurer and Councilors shall normally serve for 4 years, until the end of the Business Meeting of the Members at which the results of the election ballots for their successors are announced. They may serve two consecutive terms.
SECTION 4. A vacancy in the Council may be filled at the discretion of the remaining Council. In the case of the Secretary or Treasurer, the successor in these circumstances may succeed himself/herself, even though he/she has a fractional term prior to his/her election.
SECTION 5. The President shall be chief executive officer of the Society. Subject to the directions of the Council, he/she shall have and exercise direct charge of and general supervision over the Society and such other duties as from time to time may be assigned to him/her by the Council.
SECTION 6. The President-Elect shall succeed to the office of President upon completion by the President of his/her term in office or upon any earlier vacancy in the office of the President.
SECTION 7. The Secretary shall keep the minutes of all meetings of the Council and of the membership of the Society and shall serve for 4 years; and shall see that all notices are duly given according to the provisions of these bylaws; and shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records.
SECTION 8. The Treasurer shall keep and maintain the financial records of the Society; the Treasurer shall serve for 4 years and have charge of and be responsible of all funds of the Society. He/she shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society, and shall, in any event, report to the Council and Membership.
SECTION 9. Council members shall serve without compensation and shall be elected as outlined in these bylaws.
SECTION 10. Regular meetings of the Council may be held at any time or place upon the call of the President or any three Council members. In general, it is anticipated that the Council will meet at least annually. Special meetings of the Council may be held at any time or place upon the call of the President or of any four Council members. Notice of the meetings shall be in given in writing and emailed to each member of the Council not less than 14 days before such meeting. Meetings may be held at any time and place without notice if all members of the Council are present or if those not present shall, before or after the meeting, waive notice thereof. The Council may meet by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
SECTION 11. A majority of the Council shall constitute a quorum for the transaction of business.
SECTION 12. An action required or permitted to be taken at any meeting of the Council or of any committee thereof, may be taken without a meeting if all of the members of the Council or committee, as applicable, consent thereto in writing. All such written consents shall be filed with the minutes of the proceedings of the Council or committee, as applicable.