Section 1. Authority
The governing body of this Chapter shall be the Board of Directors. The Board
of Directors shall have supervision, control and direction of the affairs of
the Chapter, its committees and publications; shall determine its policies or
changes therein; shall actively prosecute its objectives and supervise the
disbursement of its funds. The Board may adopt such rules and regulations for
the conduct of its business as shall be deemed advisable and may, in the
execution of the powers granted, delegate certain of its authority and
responsibility to the Executive Committee, except that the Board shall
specifically reserve to itself the right and power to adopt a general budget,
purchase, sell or lease any real property, in annual dues and special fees or
assessments, elect officers and successors to any office which becomes vacant
unless any of the forgoing matters shall have been delegated to the Executive
Committee by a two-thirds vote of the Board. All disputes and grievances shall
be referred to the Board of Directors whose decision thereon shall be final and
binding upon all interested parties.
Section 2. Composition
and Manner of Election: Board of Directors shall consist of nine (9) Directors,
one of whom shall be the immediate Past President of the Chapter, and the
remaining eight (8) of whom shall be elected by the members at the Annual
Meeting. Directors of the Chapter shall
be Professional members, in good standing, and must be in active service as
Executives, Managers or Assistant Managers during their terms as Directors.
Section 3. Term of
The Directors, except for the President, Vice President, Secretary/Treasurer,
shall be elected for a term of one year, (Directors shall be elected by the
membership at the Annual Meeting for such term each year). The President, Vice
President, Secretary/Treasurer shall be elected for one-year terms and during
such terms they shall also be members of the Board of Directors.
retiring President shall become an appointive, ex-officio member of the Board
of Directors at the time the elected successor takes office and shall remain
such an ex-officio member for one year or until the successor as President has
retired from office, whichever occurs last. The retiring President shall retain
the right to vote as Director for as long as the retiring President shall be an
ex-officio member of the Board of the Directors.
Director shall serve more than three (3) elected consecutive terms, unexpired
terms included, in other than the capacity of an officer. No officer shall
serve more than two (2) consecutive elected terms as President, Vice President,
voting for Directors, those candidates receiving the highest number of votes
shall be declared as elected Directors for the one-year term. In case of a tie
ballot for a particular vacancy, a new ballot shall be taken to determine which
of the candidates is to fill such vacancy.
Section 4. Meetings –
Regular meetings of the Board shall also be held at such time and places as the
Board may by resolution decide. Regular meetings may be called by the Executive
Committee, by giving each Director ten (10) days notice by mail or other mode of
transmittal. Special Meetings: Special Meetings of the Board may be called at
any time by the Executive Committee in the same manner as the regular meetings
are called, by giving to each Director three (3) days notice by mail or other
mode of transmittal. Waiver of Notice: Any notice in these By-Laws prescribed
may be waived, and attendance at the meeting shall be construed as a waiver of
notice thereof. Quorum: A majority of the members of the Board of Directors
then in office constitutes a quorum for the transaction of business. Any less
number may adjourn from time to time until a quorum is present.
Section 5. Order of
The Board of Directors may, from time to time, determine the order of business
at their meeting.
Section 6. Grievances: Should a member have
suffered an alleged injustice; the individual may submit such grievance to the
Board of Directors for review. The decision of the Board of Directors shall be
final. Such parties may appeal such decision to the Executive Committee which
may recommend reconsideration to the Board of Directors. All parties to such
complaint shall be heard by the Board of Directors and notice of such hearing
containing detail of the grievance shall be mailed to the individual and the
President and Secretary/Treasurer of the Chapter by Registered Mail at least
fifteen (15) days before the date of such hearing. The notice of such hearing
shall state the time and place of the hearing. Pending the rendering a final
decision by the Board of Directors, the individual shall retain membership in
the Club Managers Association of America.
Section 7. Vacancies: In the event of a
Director’s chair becoming vacant, the Board shall determine if it is
appropriate to fill the vacancy prior to the next annual meeting. The Board of
Directors shall, by a majority vote, elect a replacement Director to fill such
vacancy until the next annual meeting.
Section 8. Removal: The Board of Directors
may remove any Director for cause by an affirmative two-thirds (2/3) vote of
the Board present at any regular or special meeting.