A. There will be an Board of Directors of the Federation.
B. Members. The Board of Directors shall consist of:
- one representative of each of the member organizations of the Federation, as designated by such organizations;
- the Editor of the MLJ who shall have all the same privileges, rights, and responsibilities (including the privilege of voting) of the Board of Directors as the official representatives of member organizations; and
- the officers of the Federation (as enumerated in Article V, Section A, hereof), who shall have all the same privileges, rights, and responsibilities (including the privilege of voting) of the Board of Directors as the official representatives of member organizations.
An Executive Committee shall be empowered to act for the Board of Directors in the periods between meetings of the Board of Directors. The Executive Committee shall consist of the President, President-elect , and Treasurer, and the Editor of the MLJ. The Executive Committee is authorized to conduct affairs of the Federation in the name of the full Board of Directors, provided that all members of the Board of Directors be informed of the dates, locations, and purposes of such meetings, and that actions taken by the Executive Committee shall be subject to ratification by the full Board of Directors, at the next scheduled meeting or by mail. The Executive Committee shall meet at such times and places as determined by the President in consultation with the other members of the Executive Committee.
C. Terms. Each Each member organization’s representative on the Board of Directors shall be selected by such organization for a stated term, following its own procedures. In order to provide for reasonable continuity, a term of three years shall be considered normal. The method of selection, term of service, and filling of vacancies shall be as determined by each of such member organizations. The President or the Secretary of each of the member organizations shall inform the President of the selection of its representatives, the length of term, and the date on which the term begins.
D. General Powers. The business, property, and affairs of the Federation shall be managed by the Board of Directors. In the management and control of the business, property, and affairs of the Federation, the Board of Directors shall be vested with all powers possessed by the Federation itself, including the power to appoint and remunerate agents and employees, insofar as such delegation of authority is not inconsistent with or repugnant to the laws of the District of Columbia, the Federation’s articles of incorporation, these bylaws, or any amendments to them.
E. Specific Powers and Duties. The Board of Directors shall designate the trust company or trust companies, or the bank or banks, in which shall be deposited the monies or securities of the Federation; authorize the investment of the funds of the Federation; direct and control the publication of the MLJ and assist in its promotion in accordance with Article VI, Section F, hereof; make any and all necessary arrangements for representation of the Federation at the meetings of national or international educational associations; and authorize committees in accordance with Article VIII, hereof.
F. Meetings. Unless otherwise decided by a majority of the Board of Directors, meetings of the Board of Directors shall be held annually at a time and place determined by the Executive Committee, for the purpose of electing officers to act for the ensuing years and for the 99 transaction of any and all business that may be brought before the meeting. Special meetings of the Board of Directors may be called at any time by the President when, in the opinion of the Federation’s officers, circumstances so warrant. Upon the written request of at least three members of the Board of Directors, the President shall canvass the membership thereof and, if a majority of the members approve, he/she must call a special meeting of the Board of Directors expeditiously. Meetings of the Board of Directors may be held via conference call or electronic means. The business of the Federation will be conducted commensurate with Robert’s Rules of Order, newly revised.
G. Quorum. A majority of the members of the Board of Directors shall constitute a quorum thereof.
H. Notice. Written notice stating the time and place of any annual meeting of the Board of Directors shall be delivered at least sixty days before the date of the meeting, either personally or by US mail or electronically, to each member of the Board of Directors; in the case of a special meeting of the Board of Directors, such notice shall state the purpose or purposes for which the meeting is called and be delivered at least thirty days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to such representative at his/her address as it appears on the records of the Federation, together with postage thereon prepaid.
I. Waiver of Notice. Notice of the time, place, and purpose of any meeting of the Board of Directors may be waived, before or after any meeting, by any member thereof, in writing from such member. Presence without objection of any member at any meeting shall also constitute a waiver of notice to such representative with respect to such meeting.
J. Voting. Members Members of the Board of Directors may vote in person, through an alternate duly designated by the member organization, or by proxy executed in writing by such member or a duly authorized attorney-in-fact. No member may have more than one vote. No proxy or alternate may have more than one vote. No person may hold more than one proxy at a meeting. No delegate by proxy to a meeting of the Board of Directors shall represent any organization other than one with which he/she is associated. No proxy shall be valid after eleven months from the date of its execution. Action may be taken between meetings, at the discretion of the officers of the Federation, via written ballot delivered by US mail or electronically; the President shall report to the Board of Directors members the result of such votes, including a listing of how each individual member votes; and a record of such actions shall be incorporated into the minutes of the next Board of Directors meeting.
K. Minutes. Minutes of all meetings of the Board of Directors and the Executive Committee shall be kept by the President and shall be provided to all members of the Board of Directors within thirty days of such meetings.