ARTICLE III
BOARD OF DIRECTORS

SECTION 1— MEMBERSHIP — The Board of Directors shall be composed of the President, President-Elect, Secretary, Treasurer, and the Immediate Past President. The Executive Officer and Editor, Global Alliance, serve as non-voting members.

SECTION 2 — RESPONSIBILITIES — The Board of Directors shall have all the powers provided it by law and shall perform all duties required for the general management of the affairs and interests of the Association. It shall direct the manner and purposes for which all funds of the Association shall be expended and approve all expenditures and disbursements. It may delegate authority to any officer, appointed official or committee of the Association, prescribe additional duties for officers and employees of the Association and may authorize any officer, appointed official, employee or committee to contract for the Association, PROVIDED such contracts are approved by a majority of the Directors. The Board of Directors shall perform all other duties required of it by these By-Laws; and shall make rules and regulations, prescribe procedures and take such action, which in the sole discretion of its members, it believes to be in the best interests of the Association, PROVIDED they are not inconsistent with these By-Laws and the laws of the Commonwealth of Virginia.

SECTION 3— CHAIRMAN OF THE BOARD — The President of the Association shall be the Chairman of the Board of Directors.

SECTION 4— RECORDER — The Secretary of the Association shall be the Recorder for the Board of Directors and supervise the maintenance of the records of all Board meetings and all other documents pertaining to the Board and its activities.

SECTION 5 — BOARD MEETINGS — Normally the Board will meet at least once a year at a place to be designated by the Chairman of the Board. Usually a meeting will be held in conjunction with the biennial National Convention. The regular business of the Board may also be conducted by correspondence or telephone.

SECTION 6— QUORUM — Approval of all Board actions shall require the concurrence of a majority of its members.

ARTICLE IV
OFFICERS

SECTION 1— OFFICERS — The officers of the Association shall be a President, a President-Elect, a Secretary, a Treasurer, and an Executive Officer.

SECTION 2 —ELECTION TO OFFICE — (Effective July 1, 1991) All officers, except the Executive Officer, shall be elected by the general membership in accordance with Article V of these By-Laws. The Executive Officer shall be appointed from the Regular Membership of the Association by the President with the advice and approval of the Board of Directors.

SECTION 3— TERMS OF OFFICE — All elected officers shall serve for a term of two years and shall take office on 1 July of the year elected. The Executive Officer shall serve at the pleasure of the Board.

SECTION 4 — RESIGNING OR VACATING THE OFFICE OF PRESIDENT — Should the President resign or the Office of the President otherwise become vacant during a presidential term, the President-Elect shall immediately succeed to the office and the Board of Directors may appoint any eligible member of the Association as acting President-Elect for the remainder of the term or until the office of President-Elect is filled by a special election. No appointed acting President-Elect may become President of the Association without being elected by the membership.

SECTION 5— RESIGNATION OR VACATING OTHER OFFICES — Should any other officer of the Association resign or any office otherwise become vacant, the Board of Directors shall appoint a successor to fill the vacancy until the next election of officers.

SECTION 6— THE PRESIDENT — The President shall preside at all meetings of the Association and the Board of Directors and perform those other duties usually pertaining to the office of the president and presiding officer. The President shall serve as a Director of the Association.

SECTION 7— THE PRESIDENT-ELECT — The President-Elect shall preside at all meetings of the Association and the Board of Directors in the absence, or inability of the President to act and perform such other duties as may be assigned to him by the Board. The President-Elect shall serve as a Director of the Association. The duly elected President-Elect shall automatically become the President at the conclusion of his term as President-Elect.

SECTION 8 — THE SECRETARY — The Secretary shall attend all meetings of the Association, keep minutes of all the meetings, receive and carry on correspondence pertaining to the Association, give notice of all meetings of the Association to the membership, and perform those other duties which are normally associated with the office of secretary and such other duties as may be assigned by the Board. The Secretary shall serve as a Director of the Association.

SECTION 9— THE TREASURER — The Treasurer shall:

  A. Maintain the Association's accounts in a financial  institution approved by the Board of Directors;

  B. Receive and deposit all monies, funds and credits of the Association to the approved accounts;

  C. Insure that regular accountings are kept of all receipts and disbursements and make these accounts available for inspection by the Board and membership;

  D. Obtain and keep vouchers for all disbursements and make them available for inspection by the Board and  the membership;

  E. Submit an annual financial report for distribution to the membership;

  F. Present a current financial report at each General Meeting of the Association;

  G. Prepare the annual  budget and any special budgets required by the Board of Directors using annual inputs submitted NLT 1 May by all elected National Officers, appointed Chairs of Designated Committees (Art VI, Sec 4) and appointed  Administrators of Association functional elements (e.g., Executive Officer, Editor of Global Alliance, Chaplain, National Employment Coordinator, Scholarship Fund, etc.);

  H. Cause an independent audit of the Association accounts to be performed annually and prior to the expiration of his term of office;

  I. Expend the Association funds only as follows:

    (1) When specifically authorized by  the Board of Directors in a resolution reported in Board minutes;

    (2) When needed to pay for the prudent, routine and recurring expenses of the National Headquarters; for authorized expenses of the  national officers, appointed committees, subordinate officers, employees, and appointed officials; and for funeral floral arrangements for any member or his or her spouse.

  J. Ensure that all checks issued on  behalf of the Association bear his signature or that of his designated assistant and one of the other officers of the Association who has been authorized to sign same on behalf of the Association by the Board; and

   K. Serve as a Director of the Association.

SECTION 10— THE EXECUTIVE OFFICER — The Executive Officer shall act as the Association business manager; ensure that documents pertaining to the Association are maintained and preserved; supervise maintenance of the membership records and publication of the Association Membership Directory; respond to routine correspondence; and perform other such duties as may be required by these By-Laws and the Board of Directors.

SECTION 11 — SUBORDINATE OFFICERS AND APPOINTED OFFICIALS

  A. The President with the advice and consent of the Board may appoint subordinate officers or other officials deemed appropriate. These subordinate officers and officials shall have such duties as may be assigned by the Board of Directors.

  B. All subordinate officers and appointed officials shall serve at the pleasure of the Board.

  C. The President with the advice and consent of the Board shall appoint the following officials who shall have the duties indicated:

    1. THE CHAPLAIN — The Chaplain shall assist the President, the Board of Directors, and the Association with matters pertaining to the morale and general welfare of the members and their families as well as performing such other related duties as may be directed by the Board. He shall prepare appropriate letters of condolence to the immediate family of a deceased member or his or her spouse, prepare regular articles for the Association magazine and arrange for appropriate invocations at General Meetings and National Conventions.

    2. EDITORS — The President shall appoint an editor for each Association publication. Each editor shall be responsible for the editing and publication of the publication for which he or she has been appointed editor.

SECTION 12— ADVISORY COUNCIL — An Advisory Council is established to provide advice and guidance to the Association on matters referred to it by the President or the Board of Directors. It shall have no authority over the Association other than to furnish requested information and advice. It shall be composed of past National Presidents appointed by the President with the concurrence of the Board of Directors. The Board of Directors shall decide the exact number of members and terms of office for the Advisory Council Members including the Council Chairman who will be elected by the members of the Council.

SECTION 13— RECORDS OF NATIONAL OFFICERS — (Effective July 1, 1995)  At the conclusion of each elected National Officer's term of office, the records accumulated of his or her activities in fulfilling the required duties will be forwarded to the Executive Officer at the Association's National Headquarters. Such records will be evaluated for retention and eventual disposition once their historical value are determined.

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