Kentucky Association of Technical Personnel in Ophthalmology, Inc.

Article IV

Board of Directors

Section 1.  Members-at-Large.  There shall be three (3) Members-at-Large.  Members-at-Large shall be elected by the membership at the Annual Meeting  for three-year terms, provided that, at the first election for Members-at-Large,  the Member-at-Large receiving the largest number of votes shall serve a three-year term, the Member-at-Large receiving the second largest number of votes shall serve a two-year term and the remaining Member-at-Large a one-year term.  Each year subsequently, one Member-at-Large shall be elected to fill the expired term. Newly elected Members-at-Large shall assume their duties thirty (30) days after the Annual Meeting at which they are elected.

Section 2.  Composition.  The Board shall be comprised of the President, the Vice President, the Secretary/Treasurer, the Immediate Past President and  three (3) Members-at-Large.  The type and number of individuals comprising the Board of Directors may be  changed from time to time at the discretion of the Board.

Section 3.  Officers of the Board.  The officers of the Association shall serve in the same capacities on the Board of Directors.

Section 4.  Voting Rights.  All Board Members shall have a single vote.

Section 5.  Duties.  The Board of Directors shall manage the affairs of the Association.

Section 6.  Meetings.  The Board shall meet at least once annually, typically in conjunction with the Annual Meeting of the Membership, and at any other time at the call of the President or any four (4) Board Members (Special Meeting).  Notice of any Special Meeting shall be given at least fifteen (15) days in advance, in writing.  Any Board Member may waive notice of any meeting. 

Section 7.  Quorum.  So long as at least four (4) Board Members are present for any meeting of the Board of Directors, those Board Members present shall constitute a quorum.

Section 8.  Executive Director.  The Board shall, at its discretion, appoint an Executive Director, who shall serve as an ex officio member on all committees without vote.  Additional duties for an Executive Director shall be as specified in Robert Rules of Order, Newly Revised.

Section 9.  Vacancies.  A vacancy in any Board position because of death, resignation, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.

Section 10.  Removal from the Board.  Removal from the Board shall require a two-thirds vote of the Board, provided such action has been included as an agenda item in the call for the meeting during which this action shall be addressed.