About NACTEI| Bylaws: Article V

BYLAWS OF NATIONAL ASSOCIATION FOR CAREER & TECHNICAL EDUCATION INFORMATION, INC.

Article V: Board of Directors

Section 1. General Powers. The business and affairs of the Association shall be managed by its Board of Directors.

Section 2. Election. The number of Directors shall be sixteen (16). Initially, the Board of Directors of the unincorporated Association from which this Association arose shall serve as the Board of Directors of this Association. The Board shall at all times consist of the five (5) officers of the Association (see Article VI, below) who shall each serve for a one (1) year term unless re-elected, plus the regional representatives for Regions I, II, III, and IV shall each serve as members of the Board for a term of two (2) years and shall be elected by the members of the Association who reside within that region. Term of office for Regional Representatives shall be limited to no more than three (3) terms of two (2) years each not to exceed six (6) consecutive years; retroactive to the 2004 election. Representatives for Region V shall serve a three (3) year term and shall be elected by the members of the Association who reside in Region V. Term of office for the Region V representative shall be limited to no more than two (2) terms of three (3) years each not to exceed six (6) consecutive years; retroactive to the 2004 election. In each region, the term of one representative will expire each year and an election will be held to replace or re-elect (if eligible for re-election) the representative. When vacancies occur outside the normal term of office, the Executive Board shall establish the rotation of representatives in that region. Election of regional representatives will take place at the annual meeting of members. (Revised 05/07/2014)

Section 3. Regional Representative Duties. Each regional representative shall represent his or her region at the annual meeting and at meetings of the Board of Directors. Other duties and responsibilities of regional representatives are described in the appendix of the Board Member Handbook.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately prior to, immediately following, or during the annual conference sponsored by the Association and at the same place as the annual conference. The Board of Directors may, by resolution, provide the time and place within the State of Idaho or elsewhere for the holding of additional regular meetings without other notice than such resolution.

Section 5. Special Meeting. Special meetings of the Board of Directors may be called either by or at the request of the President or by or at the request of any five (5) Directors.

Section 6. Notice. Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally, faxed, mailed electronically, or mailed by first class mail to each Director. Any Director may waive notice of a meeting in writing. Attendance by a Director shall automatically constitute a waiver of such notice. Formal notice of any meeting may be waived in writing at any meeting.

Section 7. Quorum. The presence in person or by proxy of five (5) Directors shall constitute a quorum for the acts of the Board of Directors. Directors may, for purposes of establishing a quorum, grant a proxy to any other current member of the Board.

Section 8. Voting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Directors may, for voting purposes, grant a proxy to any other current member of the Board.

Section 9. Vacancies. Vacancies during the term shall be filled by the remaining Directors by majority vote. If the remaining Directors are unable to agree on a member to fill such a vacancy, said vacancy shall be filled for the remaining term at the next annual meeting of members.

Section 10. Appointment of Officers. The Board, by majority vote, may appoint any officer of this Association whose position shall become vacant prior to the expiration of the term of office.

Section 11. Removal of Directors. A member of the Board of Directors may be removed from office, with or without cause, at any time by the affirmative vote of two-thirds (2/3) of the members.

Section 12. Informal Action by Directors. In lieu of the foregoing meeting procedures, meetings of the Directors may be held by telephone conference calls. In addition, any action which may be taken by the Board of Directors may be taken by the Directors without a meeting if a majority of the Directors consent in writing to the action to be taken or the decision to be made.

Section 13. Action by Committees. Any action of the Board except for the appointment of officers and the amendment of these Bylaws or the Articles of Incorporation may be taken by duly-appointed committees of the Board unless such committee action shall require the ratification of the Board itself. The President shall annually appoint the following committees: (1) Nominations; (2) Audit; (3) Bylaws; (4) Awards; (5) Marketing and Communications; (6) Sponsors; and (7) Program of Work. Unless denoted otherwise, the appointments shall be for one (1) year. Other standing and/or special committees may be appointed as deemed necessary.

Section 14. Extension of Board Terms. In the event the Association shall fail to hold any annual conference, the terms of all existing Directors and officers shall automatically be extended for one (1) year. Replacement regional representatives shall be elected as described in the last two sentences of Article IV, Section 2.

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