ARTICLE V -- BOARD OF DIRECTORS

A. COMPOSITION:

1. The Board of Directors shall consist of a total of twenty-one (21) voting members, including the President, President-Elect, Secretary Treasurer, Trustee and seventeen (17) voting Directors. In addition, the Past President, and the Editor shall serve as non-voting members.

Components shall be represented with the following number of voting Directors: Alberta - 1, Alaska - 1, Arizona - 1, British Columbia - 1, California - 7, Hawaii - 1, Idaho - 1, Nevada - 1, Oregon - 1, Saskatchewan - 1, and Washington - 1.

2. The President shall be the Chairman of the Board.

3. The immediate past President and the Editor are advisory members of the Board, without the power to vote.

4. The immediate Past President shall act as advisor to the President, and be Chairman of the Nominating and Awards Committee.

B. QUALIFICATIONS:

A Director shall be an active member, including life active and active academic, of this Society and a voting member of the component organization that said Director is elected to represent. Should the status of any Director change in regard to any of the preceding qualifications during that Director's term of office, that office shall be declared vacant and such vacancy shall be filled as hereinafter provided.

C. NOMINATION AND ELECTION:

A Director shall be nominated and elected by the component organization in accordance with the procedures of such organization. The Secretary of such organization shall promptly report the election of such Director to the Secretary-Treasurer of this Society.

D. TERM OF OFFICE:

The term of office of a Director shall be two (2) years. The consecutive tenure of a Director shall be limited to four (4) years.

E. VACANCY AND ABSENCE:

In the event of a vacancy in the office of Director, such vacancy shall be filled by the respective component organization in accordance with the provisions of these Bylaws. In the event a Director is to be absent for an entire session of a Board of Directors meeting, a substitute Director shall be appointed by the Component in accordance with the provisions of these Bylaws, to serve during such sessions, except that the substitute Director shall not initiate or second any motion or be counted in the quorum, and the vote of the substitute Director shall not be sufficient to cause the passage or defeat of any matter coming before the Board.

F. DIRECTORS ELECTED TO OFFICE:

A Director who is elected as an officer or Trustee in this Society shall be considered to have relinquished the remainder of the term as Director and to sit on the Board of Directors only by reason of the new elective office.

G. OFFICERS:

1. The officers of the Board of Directors shall be the President, President-Elect and Secretary-Treasurer.

2. In the absence of the President, the office of Chair shall be filled by the President-Elect and, if the President-Elect is also absent, a voting member of the Board shall be elected Chair pro tem. In the absence of the Secretary, the Chair shall appoint a Secretary pro tem.

H. POWERS AND DUTIES:

1. POWERS: The Board of Directors shall be the managing body of the Society, vested with full power to conduct all business of the Society, subject to the laws of the State of California, the Articles of Incorporation, the Bylaws, the Policies and Procedures approved by the Board of Directors and the mandates of the General Assembly. The Board of Directors shall have the power to:

a. Establish rules and regulations not inconsistent with these Bylaws to govern its organization and procedure;

b. Direct the President to call a special session of the General Assembly as provided in these Bylaws;

c. Changes to the annual dues or instituting assessments for members of this Society shall be recommended by the Budget and Finance Committee to the Board of Directors and shall require a three-fourths (3/4) vote of the Board of Directors for approval;

d. Nominate and elect the Trustee to represent the Society on the Board of Trustees of the American Association of Orthodontists;

e. Nominate a member for each American Association of Orthodontists council vacancy;

f. Exercise full discretion in effecting publication in, or omission from, any official publication of the Society, in whole or part;

g. Establish ad interim policies, including the disbursement of unbudgeted funds, when the General Assembly is not in session and when such policies are essential to the management of the Society; provided, however, that all such policies or disbursements must be presented for review at the next meeting of the General Assembly;

h. Establish an Executive Committee composed of four (4) members: the President, the President-Elect, the Secretary-Treasurer and the Trustee. This Committee shall have the power to act for the full Board of Directors in the interim between sessions of the Board, and it shall report such actions to the Board at its next meeting;

i. Employ an Executive Director;

j. Appoint consultants whenever necessary;

k. Nominate honorary members.

2. DUTIES: It shall be the duty of the Board of Directors to:

a. Provide for the maintenance and supervision of all of the real and personal property owned or operated by the Society;

b. Appoint an Editor of the Society;

c. Determine the time and place for convening each annual business and scientific meeting of the Society and to provide for the management and general arrangements for such meetings;

d. Cause all accounts of this Society to be reviewed by an independent certified public accountant at least once each year;

e. Prepare a budget for carrying on the activities of this Society for each ensuing fiscal year;

f. Perform such other duties as may be prescribed by these Bylaws.

I. MEETINGS:

1. Regular Meetings: The Board of Directors shall hold a minimum of three regular meetings each year.

2. Special Meetings:

a. The Chair may call a special meeting of the Board at any time.

b. The Chair shall call a special meeting at the request of five (5) voting members of the Board. All special meetings shall require a minimum of five (5) days' notice to each member of the Board unless waived by unanimous consent. The business of special meetings shall be limited to that stated in the official call unless waived by unanimous consent.

c. Special Meetings via Electronic Media: The members of the Board of Directors may participate in and act at a meeting of the Board of Directors called by the Chair on matters of the Society requiring immediate attention through the use of conferences via telephone and/or other communications equipment. These meetings shall be recorded and made a part of the action of the Board of Directors. When communication is by conference telephone, all members must be able to hear one another. When communication is by video or other electronic means, each member participating must be able to communicate with all of the other members concurrently, and be provided with the means to participate in all matters coming before the Board, including the capacity to propose or object to any action. Use of such modality requires the means to identify each person participating as a person entitled to participate, and to verify that only such persons cast votes.

3. Quorum: A majority of the voting members of the Board of Directors shall constitute a quorum.

J. MAIL VOTE:

Through the use of unanimous written consent, the Board of Directors or any committee of the Board of Directors may take any action without convening a meeting. The consent to the action taken must be in writing, must set forth the action so taken, and must be executed by each member of the Board of Directors or the committee taking the action.

Next: ARTICLE VI -- OFFICERS