1.1 Number of board members
The board of directors consists of at least three, but no more than six members, namely, the President, the Secretary, the Treasurer and their substitutes. The board can also co-opt extra members as needed, after discussion and a majority vote.
1.2 Term limits for board members
There no term limits for regular board members. They need to re-apply every three years and be re-elected by the General Assembly. The president has a term limit of six years, and can only serve for two three-year terms. The out-going president can apply to continue on the board.
- Electronic Board Meetings – The board of directors shall permit any or all of the members to participate in a regular or special meeting, or to conduct the meeting, by using electronic, telephonic, or video conferencing means of communication. A member participating in a meeting by this means is deemed to be present and in person at the meeting.
- Meeting Attendance – Attendance at the board meetings by all the board members is important. If a board member misses more than three meetings in a row, it is cause for possible removal from the board by a majority vote at a scheduled board meeting.
- Frequency of Scheduled Meetings – The board shall have at least two regularly scheduled board meetings per year to discuss association business. An annual meeting of the board shall be held before the annual EUROTAS Conference. The board members will determine at least two other days per year to meet for a scheduled Board meeting.
- Special Meetings – Special meetings shall be held at the call of the board Chair or any five board members. The Chair or Secretary of the board shall send out by email, telephone call, or recorded message, or first class mail a notification of such a special meeting to all trustees, along with a clear statement of purpose, at least 10 business days in advance. Business at such special meetings shall be confined to the stated purpose.
- In case there is a need for e-mail vote, the vote will be valid only when all the Board members will be answered. All Board members have the duty to answer the Board e-mails in one week.
- General Assembly Meetings – These annual meetings take place after the board of directors’ meeting and before the annual EUROTAS Conference. Only the board of directors and current voting members of EUROTAS will attend the beginning of the meeting. The latter section of the meeting will be open for prospective members to present their organization and non-member presentations.
- Meeting Minutes – Written minutes shall be taken for all board meetings and General Assemblies. Notes will consist of who was present at the meeting, the agenda items discussed, a summary of the discussion and any decisions made by the board, and any action items to be done with the names of those responsible and dates expected to be completed. A copy of the minutes will be typed and emailed to all board members for comment within one month after the meeting. The Secretary will bring a copy of this protocol to the next board meeting for approval by the board members. The acceptance of the protocol will be noted in the current meeting protocol. A hard copy of the past protocol will be signed by the President and the Secretary (or a substitute) and will be added to the EUROTAS board records/archives.
- During delegate meetings each delegate will be given a coloured card that indicates their right to vote, this will avoid confusion about who can vote and who cannot.
- New members and all applications for national organizations, institutes and individual members should be dealt with in the beginning of the General Assembly; it creates an unpleasant atmosphere when new people are just sitting there wondering what might happen.
- The web site should include clear criteria for membership, and the benefits.
Appointment of officers –
The officers of the corporation shall be the President, the Vice-President, the Treasurer, the Secretary, and any other officer that the Board of Directors may from time to time appoint. The Board of Directors shall appoint the officers by majority vote.
Duties of the President – The President shall chair at the General Assemblies and at meetings of the Board of Directors, shall assure that the board of directors is advised on all significant matters of the association’s business, shall act as a principal spokesperson and representative of the association, shall oversee all the business transactions, and shall have other powers and duties that may be prescribed by the Board of Directors or the bylaws.
Duties of the Vice-President – The Vice-President will fill in for the President. The Vice-President shall chair any General Assembly or Board of Director’s meeting when the President is absent or otherwise unable to chair the meetings.
Duties of the Secretary – The Secretary shall have responsibility for seeing that meetings are properly scheduled and for notifying Directors and Delegates, for recording minutes of the Board of Directors and General Assembly meetings, for distributing accurate copies of minutes in a timely manner to all Directors, for promptly recording bylaw amendments, and seeing that all official records are properly maintained at the principal office. The Secretary will make copies of the minutes from the previous meeting and send copies to the board members one week before the next meeting. (The secretary will keep the seal of the association in safe custody.) The secretary also shall have other powers and perform other duties that may be prescribed by the Board of Directors or the bylaws.
Duties of the Treasurer – The Treasurer is responsible for the proper handling of all of the Association’s financial matters. The treasurer shall be the chief financial officer of the association and will keep and maintain adequate, current, and accurate books and records of all business/monetary transactions of the association. The treasurer will provide the annual Board of Director’s meeting and the Delegate’s meeting with an updated financial report of all the association’s past year’s transactions, the current status of the association’s assets, and the proposed budget for the coming year. The Treasurer will oversee an internal audit of the association’s accounts once per year. The Treasurer shall have other powers and perform other duties as prescribed by the Board of Directors or the bylaws.
3.1 Communication (Board exchanges, mailing list, newsletter and website)
- EUROTAS Newsletter – When association-related business items are to be added to the EUROTAS Newsletter, the items will be sent to the Board Members for comment, with a 7-day return requirement for consideration of revision or non-acceptance.
- EUROTAS website – Any changes that are made to the EUROTAS website need to be announced to the board members and voted on. This can be done from a scheduled board meeting or by email.
- Website Committee to make proposals and provide ideas.
- Web site structure modifications have to be decided by the board at a board meeting.
3.3 Review and amendment of the bylaws –
- The Secretary and a review committee of Directors shall review these bylaws annually. The Secretary and the committee will recommend any necessary changes to the Board of Directors.
- These bylaws may be changed or amended at any scheduled board meeting with a quorum, by a simple majority of those present, provided a notice of the change is sent to all Directors at least 30 days before the meeting.
- Vacancies – A vacancy in the Board of Directors shall exist on the death, resignation, or removal of any director. A vacancy may be filled by the majority vote of the Board at any scheduled meeting.
updated at the board meeting in Veracruz, January 25-26, 2018
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