605.1
MEMBERS - The Board of Directors shall consist of the following
officers, committee chairmen and representatives of NDSI, together with those
additional members designated in Sections 605.2 and 605.3:
.1
General Chairman
.2
Administrative Vice-chairman
.3
Senior Vice-chairman
.4
Age Group Vice-chairman
.5
Registration Coordinator
.6
Secretary
.7
Treasurer
.8
The Coach Representative
.9
The Athlete Representatives
.10
Safety Coordinator
.11
Technical Planning Coordinator
605.2
AT-LARGE BOARD MEMBERS - This section is reserved for future
use.
605.3
EX-OFFICIO MEMBERS - The following persons shall be an
ex-officio members of the Board of Directors during the time period in
which they meet the defined status:
.1
The Immediate Past General Chairman of
NDSI, if an Individual Member in good standing;
.2
Members of the USS Board of Directors who
are Individual Members in good standing; and
.3
USS Committee Chairmen who are Individual
Members in good standing.
605.4
LIMITATIONS
- No more than three (3) members or coaches of any Club Member or Affiliated
Group Member shall serve on the Board of Directors at any time. This limitation
shall be applied separately as to Athlete Members and other Individual Members.
605.5
VOICE AND
VOTING RIGHTS OF BOARD MEMBERS - The voice and voting rights of Board Members
and Individual Members shall be as follows:
.1
Board Members - Each Board Member other than the ex-officio
members (see Section 605.3) shall have both voice and vote in meetings of the
Board of Directors and its committees.
.2
Non-Voting Board Members - Unless entitled to vote under another
provision of these Bylaws, the ex-officio members shall have voice but no vote
in meetings of the Board of Directors and its committees.
.3
Individual Members - Individual Members who are not Board
Members may attend open meetings of the Board of Directors and its committees
and be heard in the discretion of the presiding officer. Unless entitled to
vote under another provision of these Bylaws, Individual Members shall have no
vote in meetings of the Board of Directors or its committees.
605.6
DUTIES AND
POWERS - The Board of Directors shall act for NDSI and the House of Delegates
during the intervals between meetings of the House of Delegates, subject to the
exercise by the House of Delegates of its powers of ratification or prospective
modification or rescission, except that it shall not remove a Board Member, a
Board of Review member or other person elected by the House of Delegates or
amend these Bylaws. In addition to the powers and duties prescribed in the USS
Code or elsewhere in these Bylaws, the Board of Directors shall have the power
and it shall be its duty to:
.1
Implement and direct policies, procedures
and programs for NDSI;
.2
Oversee the conduct by the officers of NDSI
of the day-to-day management of the affairs of NDSI;
.3
Elect At-Large Board Members when the House
of Delegates does not do so in a timely fashion;
.4
Provide advice and consent to appointments
proposed by the General Chairman that require advice and consent under these
Bylaws or the NDSI Policies and Procedures Manual;
.5
Cause the preparation and presentation to
the House of Delegates of the annual budget of NDSI and make a recommendation
to the House of Delegates concerning the approval or disapproval thereof;
.6
Receive presentation of the annual audit
report pursuant to Section 608.5 and make a recommendation to the House of Delegates
concerning the approval or disapproval thereof;
.7
Call regular or special meetings of the
Board of Directors or the House of Delegates;
.8
Admit eligible prospective Group Members;
.9
Retain such independent contractors and
employ such persons as the Board shall determine are necessary or appropriate
to conduct the affairs of NDSI;
.10
Appoint other officers, agents, or
committees to hold office for the terms specified. These appointees shall have
the authority and perform the duties as provided in these Bylaws, the NDSI
Policies and Procedures Manual or as may be provided in the resolutions
appointing them, including any powers of the Board of Directors as may be
specified, except as may be inconsistent with any other provision of these
Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of
Directors may delegate to any officer, agent, or committee or the power to appoint
any such subordinate officers, agents, or committees and to prescribe their
respective terms of office, authorities and duties; and
605.7
EXECUTIVE COMMITTEE -
.1
Authority and Power - The Executive Committee shall have the
authority and power to act for the Board of Directors and NDSI between meetings
of the Board and the House of Delegates.
.2
Members - The members of the Executive Committee shall be the General
Chairman, who shall act as chairman, Administrative Vice-chairman, Senior
Vice-chairman, Age Group Vice-chairman, Secretary, who shall act as secretary,
Treasurer, Senior Athlete Representative, and Coach Representative.
.3
Meetings and Notice - Meetings of the Executive Committee
shall be held at any time or place within the Territory when called by the
General Chairman or any three (3) members of the Committee with a minimum of
three (3) days notice required. Pertinent provisions of Sections 607.5 through 607.11 and Section 616.1.5 shall apply to the Executive Committee meetings and
notices.
.4
Quorum - A quorum of the Executive Committee shall consist of four (4)
members of the Committee.
.5
Report of Action to Board of Directors - At the next regular or special
meeting of the Board of Directors the Executive Committee shall make a report
of its activities since the last Board of Director's meeting for ratification
or prospective modification or rescission, provided, however, that any action
of the Executive Committee upon which a third party may have relied (e.g., by
signing, or authorizing the signing of a contract) may not be modified or
rescinded by the Board of Directors or the House of Delegates.
605.8
MEETINGS
OPEN; EXECUTIVE (CLOSED) SESSIONS - Board of Directors and Executive Committee
meetings shall be open to all members of NDSI and USS. Matters relating to
personnel, disciplinary action, legal, taxation or similar affairs shall be
deliberated and decided in a closed executive session which only Board Members
or Executive Committee members, respectively, are entitled to attend. By a
majority vote on a motion of a question of privilege the Board of Directors or
the Executive Committee may decide to go into executive session on any matter
deserving of confidential treatment or of personal concern to any member of the
Board of Directors or the Executive Committee.
605.9
PARTICIPATION
THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors or the
Executive Committee may participate in meetings of the Board of Directors or
the Executive Committee through conference telephone or similar equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
605.10
REGULAR
MEETINGS - Regular meetings of the Board of Directors shall be held in
accordance with a schedule adopted by the Board of Directors.
605.11
SPECIAL
MEETINGS - Special meetings of the Board of Directors may be called by the
General Chairman. Should the Board of Directors or the General Chairman fail to
call regular meetings or should a special meeting be appropriate or helpful, a
meeting of the Board of Directors shall be called at the written request of any
three (3) Board Members.
605.12
QUORUM - A
quorum of the Board of Directors shall consist of a majority of the members.
605.13
VOTING -
Except as otherwise provided in these Bylaws or the Parliamentary Authority,
all motions, orders and other propositions coming before the Board of Directors
shall be determined by a majority vote. A motion, order or other proposal the
affect of which is to override policy or program established by the House of
Delegates shall be determined by a two-thirds vote after at least fourteen (14)
days notice.
605.14
PROXY VOTE
- Voting by proxy in any meeting of the Board of Directors or the Executive
Committee shall not be permitted.
605.15
ACTION BY
WRITTEN CONSENT - Any action required or permitted to be taken at any meeting
of the Board of Directors or the Executive Committee may be taken without a
meeting if all the Board Members or Executive Committee members entitled to
vote consent to the action in writing and the written consents are filed with
the records of the respective meetings. These consents shall be treated for all
purposes as votes taken at a meeting.
605.16
MAIL VOTE
- Any action which may be taken at any regular or special meeting of the Board
of Directors, except elections, advice and consent to the General Chairman's
appointments, or removals of officers, committee chairmen and members, may be
taken without a meeting. If an action is to be taken without a meeting, the
Secretary, by first class mail, postage prepaid, shall distribute a written
ballot to every Board Member entitled to vote on the matter. The ballot shall
set forth the proposed action, provide an opportunity to specify approval or
disapproval, and provide a reasonable time (but in no event less than the
period specified in Section 605.17) within which to return the ballot to the Secretary.
Action by written ballot shall be valid only when the number of votes cast in
favor of the proposed action within the time period specified constitutes a
majority of the votes entitled to be cast.
605.17
NOTICES -
.1
Time - Not less than six (6) days notice shall be given to each
Board Member for any annual, regular or special meeting of the Board of
Directors. Separate notices need not be given for regular meetings that are
designated in these Bylaws or otherwise scheduled and noticed well in advance.
(See Section 616.1.5 for the various permitted forms of notice and the
consequences thereof.)
.2
Information - The notice of a meeting shall contain the time, date and site
and in the case of special meetings, the expected purpose.
605.18 ORDER OF
BUSINESS - At all meetings of the Board of Directors the following shall be
included in the order of business to the extent applicable. The order in which
subjects are taken up may be varied.
·
Roll Call
·
·
Report of Executive Committee
·
Reports of officers
·
Reports of committees
·
Presentation of the annual budget and
adoption of recommendation to the House of Delegates
·
Presentation of the annual audit report
pursuant to Section 608.5 and adoption of its recommendation to the House of
Delegates
·
Advice and Consent to Appointments
·
Unfinished (old) business
·
New business
·
Approval of applications for Group
Membership
·
Elections
·
Resolutions and orders
Adjournment