1. General Powers
The powers of the Association shall be exercised, its business affairs conducted, and its property managed under the direction of the Board. The exercise of general powers of the Board with respect to matters of policy of the Association shall be consistent with and consonant with the resolutions of the General Conference then in effect and with these By-Laws.

The Board shall act primarily by a majority vote (12 Board members) unless otherwise specified. Specific duties and powers are contained in Appendix C.

2. Composition and Classification

a. The Board of Directors shall be composed of twenty-two members:

i. Nine Directors elected at a General Conference from eligible Members of the Association.
ii. Two Directors elected at a General Conference from eligible Company Grade Officers. One shall be from the Army National Guard and the other from the Air National Guard.
iii. One Director elected at a General Conference from eligible Warrant Officers.
iv. Two Directors elected at a General Conference from eligible Retired Annual or Retired Life members. One shall be from the Army National Guard and one from the Air National Guard.
v. The Immediate Past President of the Association.
vi. The Officers {President, President Elect, Vice President (Army), Vice President (Air), Secretary, Treasurer, and Executive Director} of the Association.

b. The Board members specified under Section 5.2(a)(i) through (vi) inclusive shall be voting members of the Board with the exception of the Executive Director who shall be a non-voting member of the Board.

3. Election and Terms

a. Each Director elected under Section 5.2(a)(i) shall be elected for a term of three years, with one third of such Directors being elected each year.
b. Each Director elected under Section 5.2 (a)(ii), (iii) and (iv) shall be elected for a term of two years, with one Director from each of Sections 5.2 (a)(ii) and (iv) being elected each year.
c. The Immediate Past President of the Association shall serve until the term of the successor as President is complete and he or she becomes Immediate Past President. In the event there is a vacancy in the office of Immediate Past President, it shall remain vacant.
d. All terms of office shall begin at the time of the installation of new officers during the General Conference at which they were elected and end at the time of installation of new officers for that office at the next applicable General Conference.

4. Executive Committee

a. There shall be an executive committee to meet the emergency and routine business demands of the organization subject to and with all powers of the Board. The executive committee’s actions shall be subject to ratification at the next meeting of the Board after such action is taken.
b. The executive committee shall consist of the President, the President Elect, the Immediate Past President, the Secretary, the Treasurer, and two Directors (one Army and one Air) elected by the Board. The Executive Director will be an ex-officio member of the executive committee.

5. Meetings

a. The Board of Directors shall meet at least quarterly. One meeting shall be held at the General Conference of the Association. Other meetings shall be held at a time and place designated by the President.
b. Special meetings of the Board may be called by the President or any three (3) Directors.

6. Place of Meeting and Electronic Meetings

a. Meetings of the Board may be held at any place within or without the State of Georgia. If no designation is made, the place of meeting shall be the JFHQ-GA.
b. Any meeting of the Board may be held through any video or audio teleconference. Voting may be accomplished through electronic mail.

7. Notice of Meeting

a. Written notice of the time and place of each meeting of the Board shall be given each Director electronically at least seven (7) days before each meeting.
b. Any Director may waive notice in writing of the time and place of any meeting of the Board, either before or after holding of the meeting.

8. Quorum and Manner of Action
A majority of the authorized number of board members (12 board members) shall constitute a quorum for transaction of business at any meeting of the Board and its committees unless otherwise specified. If a board member is unable to attend a meeting, the board member may provide a proxy to another board member who is attending. The proxy will be provided in electronic mail format to the Secretary prior to the meeting and recorded during the roll call for the meeting.

9. Action by Board of Directors without Meeting

Any action, which may be authorized or taken at a Board of Directors’ meeting, may be taken without a meeting under the following conditions:

a. The subject matter involves urgent circumstances that require action prior to the next scheduled meeting of the Board.
b. The subject matter does not involve:

i. Undertaking contractual obligations or the expenditure of money exceeding the sum of $1,000 over the budgeted amount in the aggregate.
ii. Exposing the Association to potential liability except as provided above.
iii. Permanent removal of an officer of the Association.

c. Reasonable notice of the proposed action has been provided to all Directors allowing at least two days in which the Director may assent or object to the proposed action. Notice shall be sufficient if made electronically via email or phone.

d. If a majority of the Board assents to the action, the proposed action, resulting consent or declination, and way ahead must be documented and saved to the Association’s electronic archive.

e. Board votes on contractual obligations or the expenditure of under $10,000 may be accomplished through electronic mail.

10. Resignations
Any Director of the Association may resign at any time by written notice to the President or President-Elect. Resignation will be effective at the time specified in the correspondence.

11. Removal
Any Board Member may be removed for cause by the affirmative vote of two-thirds (15) of the Board members.

12. Vacancies
A majority vote of the Board may temporarily fill any vacancy for the offices of Director for the unexpired term with any eligible member, as the case may be, in order to maintain the composition of the Board as set forth in Section 5.2. The selected person will complete the current term of the previous Board member and may be nominated to serve their own term at the next annual business meeting.

13. Guests of the Board
The Board may invite guests with some relevance to the discussion to take part in any deliberations of any business by the Board at any regular meeting of the Board. They will not be entitled to make motions or to vote.

14. Honorary Members
All former Presidents of the Association will be Honorary Members of the Board and will serve at no cost to the Association.