Article V: Board of Governors Meetings

Section 1. Quorum


A quorum for the transaction of business at any meeting of the Board of Governors shall be seven voting members. An affirmative vote of not less than a majority of those Board members in attend­ance at a Regular Meeting shall be required to adopt all motions except changes to the bylaws that are governed by Article XIV.

 

Section 2. President's Right to Vote


The President shall have the right to vote at Board meetings.

 

Section 3. Conduct of Meetings


Meetings shall be conducted according to the edition of Robert's Rules of Order specified by the Parliamentarian (or the Secretary, if no Parliamentarian is appointed), except as otherwise herein provided.

 

Section 4. Regular Meetings


Meetings of the Board of Governors shall be held at each Association convention, with no fewer than four additional meetings during each fiscal year. Any member of the Board of Governors and/or any Officer who cannot be physically present at any meeting of the Board of Governors may attend by any of the following methods: telephone or electronic conference, video conference, or any combination of the foregoing methods whereby the member not physically present can communicate with the other Board members during the meeting.

 

Section 5. Special Meetings


The President or four members of the Board may call a Special Meeting at times and places to be determined by them.

               

a) A quorum must be present at all Special Meetings, and five affirmative votes shall be required for passage of any matter. 

               

b) Notice must be given to all members of the Board of Governors by a written method, whereby the notice will be received at least one full, intervening business day prior to the scheduled meeting (unless such time is reduced by approval of seven voting members).

               

c) Special Meetings shall be limited to only those items as listed on the Agenda which must be provided to all Board members with the notice of the Special Meeting.

 

Section 6. Methods of Meeting


Special Meetings may be conducted by any means that provide effective communication between Board members in attendance, and may consist of any of the following methods: an in-person meeting, a telephone or electronic conference, a video conference, or any combination of the foregoing methods whereby all members can communicate with one another.

               

a) The President shall endeavor to establish a time at which all Board members will be available for said meeting; however, if it appears that any Board member(s) will not be available, said meeting may be conducted in the absence of such Board member(s), provided a quorum is maintained. The President may request ANA administrative staff to assist in contacting Board members to conduct any such Special Meeting. If four Board members call a Special Meeting, they shall likewise comply with this requirement.

               

b) No subsequent confirmation by the Board shall be required, provided, however, that within one business day after any action is taken, a copy of the written text of each motion passed shall be provided to all Board members by email and regular mail. Minutes of Special Meetings shall be provided in the same manner as Regular Meetings.

 

Section 7. Open Meetings


It shall be the policy of the Association that meetings of the Board of Governors, other than votes
by mail or electronic communication media, be conducted in open session, except for deliberations and/or votes involving personnel, including hiring, compensation, and termination thereof; contractual and litigation matters; awards; or such deliberations that the Board members, after due consideration, decide merit confidentiality. Prior to ending an open session for the purpose of going into a closed executive session, there shall be a vote to that effect by the Board, with a vote of the majority of those present required to go into closed executive session.