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 of Directors (hereinafter “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 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 5.02 (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 5.02(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 5.02 (a)(ii), (iii) and (iv) shall be elected for a term of two years, with one Director from each of Sections 5.02 (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 Secretary, the Treasurer, and two Directors (one Army and one Air) elected by the Board of Directors.

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 principal office of the Association in the State of Georgia.
b. Any meeting of the Board may be held through any video teleconference or teleconference pursuant to which each Director is able to hear each other Director participating.

7. Notice of Meeting

a. Written notice of the time and place of each meeting of the Board shall be given each Director either by personal delivery or by mail, e-mail or telegram 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 Directors shall constitute a quorum for transaction of business at any meeting of the Board and its committees unless otherwise specified.

9. Action by Board of Directors without Meeting

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

1. The subject matter involves exigent circumstances that require action prior to the next scheduled meeting of the Board.
2. The subject matter does not involve:

i. Undertaking contractual obligations or the expenditure of money exceeding the sum of $50,000 in the aggregate.
ii. Exposing the Association to potential liability except as provided above.
iii. Permanent removal of an officer of the Association.

3. 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:

i. By electronic mail or telefacsimile, notice is made to the electronic mail address or telefacsimile phone number maintained by the Association.
ii. By mail, such notice shall be deemed effective at the earlier of when received; or five (5) days after deposited in the United States mail, addressed to the Director’s designated address for Association mail, with postage thereon prepaid; or the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the Director.

4. If a majority of the Board assents to the action.

b. The action may be evidenced by proof of notice and the written consents received (including by electronic mail and telefacsimile) describing the action taken, signed by each responding Director, and included in the minutes or filed with the Association records reflecting the action taken. Action evidenced by written consents under this section is effective when the last responding Director signs the consent, unless the consent specifies a different effective date. Consent signed under this section has the effect of a meeting vote and may be described as such in any document.

10. Resignations
Any Director of the Association may resign at any time by giving written notice to the President or Secretary, which shall become effective at the time specified therein.

11. Removal
Any Director may be removed for cause, by the affirmative vote of two-thirds of the Directors.

12. Vacancies
Where a vacancy has occurred, the remaining Directors may, by a vote of a majority of their number, 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 5.02.

13. Guests of the Board
The Board may appoint one or more persons as Guests of the Board, which guests shall be entitled to notice, to be present in person, and 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.