Article III
Board of Directors
SECTION 1. GENERAL POWERS.
The affairs of the corporation shall be managed by its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors shall be eleven, including the elected officers, the past president, the editor of the Society's official journal, and six directors-at-large. At least two directors-at-large shall be elected representing members from outside North America. A president elect shall be elected every other year for a one-year term, to become president for the next year, and past president for a year after that. A secretary-treasurer shall be elected to a three-year term, which shall begin on July 1 of the first year, and end on June 30 of the third year. Directors-at-large are to be elected for three-year terms, two every year, following the procedures described below for the election of officers.
SECTION 3. REGULAR MEETINGS.
A regular annual meeting of the board of directors shall be held without other notice than this by-law, immediately before or after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of Louisiana, for the holding of additional regular meetings of the Board without other notice than such resolutions.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called by or at the request of the president. Reasonable notice of each such meeting shall be given to each director by mail, telephone or telefax, or personally.
SECTION 5. QUORUM.
A quorum for the board of directors shall be five members. If less than five directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum shall be present.
SECTION 6. MANNER OF ACTING.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these by-laws.
SECTION 7. VACANCIES.
In case any vacancy occurs in the board of directors between elections, the president shall be empowered to appoint a director to complete the unexpired term.