ARTICLE IV - BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND OFFICERS

Section 1. The SCASA-USA shall be governed by the Board of Directors.


Section 2. The Board of Directors is responsible for selecting and employing a qualified executive director who shall report directly to the president and shall be in charge of the day-to-day operations of the SCASA-USA consistent with the policies and procedures set forth by the president and the Board of Directors. The executive director shall submit an annual operating budget to the Audit & Finance Committee and the Executive Committee for presentation to and approval by the Board of Directors.


Section 3. The board shall consist of thirteen (13) members.

Furthermore, the Board of Directors shall be composed of at least 20% (twenty percent) members who are athletes. For the purposes of the board election, a member athlete is defined as a current SCASA-USA member who has competed at a National Championship, Pan American Games, World Championship, Paralympic Games or Olympic Games within the past 10 (ten) years and is at least 18 (eighteen) years of age or older.

The board shall elect from its membership a president, vice president, secretary and treasurer.


Section 4. The offices of president, vice president, secretary and treasurer shall be elected by the Board of Directors at its annual meeting after a Summer Olympiad. If a vacancy occurs in an office, the Executive Committee may appoint a person to fill the vacancy until the next board meeting.


Section 5. The term of office for the president, vice president, secretary and treasurer shall be four (4) years, starting at the conclusion of an annual meeting after a Summer Olympiad, and ending at the conclusion of an annual meeting four

(4) years later. However, if the term of any of the aforementioned officers as members of the Board of Directors expires before the annual meeting, following the next Summer Olympiad, his or her term as an officer shall expire concurrently with his or her term as a member of the Board of Directors, and an election shall be conducted to fill the remaining years of the office, i.e., until the annual meeting following the next Summer Olympiad.

   

If the Board of Directors determines by a 3/4 (three-fourths) vote of the entire Board of Directors that the president cannot perform his/her duties, the vice president shall serve as president until the next board meeting at which time a president will be elected.

If the incumbent officer is reelected to the Board of Directors, he/she may be reelected to his/her office or another member of the Board of Directors may be elected to it as prescribed in the first paragraph of this section. The terms of office of other board members shall be four (4) years. A board member's office runs from the conclusion of an annual meeting until the conclusion of an annual meeting four (4) years later. Three (3) members shall be elected each year by the Board of Directors, except the four (4) members to be elected at the annual meeting following a Summer Olympiad. Vacancies in board positions, other than officers, which become known to the president, shall be filled by election at the next board meeting.


Section 6. When there are more than two (2) candidates nominated for an officer position and no one receives a majority of votes, a run-off election shall be

held. The names of the individuals receiving the two greatest numbers of the votes will appear on another ballot and this process shall be repeated until an individual receives a majority of the votes cast. When candidates are nominated for a Board of Directors position, an election will be held. A nominated candidate must receive a majority of the votes cast to be elected to the board. If a board member believes there is not a viable candidate to elect to the board, board members have the right to abstain their vote during the election. Board candidates will still require a majority of the votes cast, inclusive of abstained votes, to be elected to the

board. If after one round of voting, a candidate does not obtain the majority of votes, a motion will be required for discussion of candidates and a second round of voting. If the motion does not pass for discussion and second round of voting, the board seat will remain open until the next board meeting. If after the second round of voting, a candidate does not obtain the majority of votes, including any abstained votes, the board seat will remain open until the next board meeting.


Section 7. The SCASA-USA Board of Directors shall meet twice a year. One meeting shall be held between January 1 and July 1. The second meeting, to be known as the annual meeting, is open to all members and shall be held in the fall of each year. Additional meetings of the Board of Directors may be called by the president or a majority of the Board of Directors.

   

Section 8. Business may be transacted only if a quorum, a majority of the entire membership of the board, is present. A majority of the board members must approve an action before it may be implemented.


Section 9. Business may be conducted by mail, electronically, or by telephone conference. In either case, a majority of the entire membership of the Board of Directors is required to approve an action. Telephone conferences can be held only if approved by the majority of the Executive Committee.


Section 10. The president, immediate past-president, vice president, secretary, treasurer and sport advisory chairperson shall constitute the Executive Committee, which shall be empowered to act on behalf of the Board of Directors in the administration of the SCASA-USA and its programs, when so authorized by the Board of Directors or when the officers determine unanimously that full board action is not feasible, due to limitations on time, expense, personnel, etc.


Section 11.   A member of the Board of Directors may be dismissed when 3/4 (three-fourths) of the board approves:

a. If he/she misses two (2) consecutive board meetings without good and sufficient cause.

b. If the member fails to reply, without cause, to two (2) consecutive mail votes.

c. For other good and sufficient causes.


Section 12. A contract or other transaction between a corporation and a director of the corporation or any other corporation, firm, association or entity in which a director of the corporation is a director or an officer or is financially interested, may not be either void or voidable because of this relationship or interest or because the director is present at the meeting of the Board of Directors or a committee of the Board of Directors that authorizes, approves or ratifies the

contract or transaction or because the director’s votes are counted for such purposes if:

1. The fact of the relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of the interested director;

2. The fact of the relationship or interest is disclosed or known to the members entitled to vote and the members authorize, approve or ratify the contract or transaction by vote or written consent; or

 3.. The contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee of the Board of Directors that authorizes, approves, or ratifies the contract or transaction.


Section 13. All candidates for nomination must be submitted to the Nominating & Governance Committee at least 60 days in advance of the election for consideration. Candidates for election to the Board of Directors shall be placed in nomination by the Nominating & Governance Committee. All vetted and recommended candidates must be presented to the Board of Directors 30 days prior to the election for consideration.


Section 14. Where these bylaws do not apply, "Robert's Rules of Order Revised" shall be used to conduct business.


Section 15. Board members may serve up to three (3) consecutive four-year terms. After the conclusion of the third consecutive term, board members are required to step down for a minimum of two (2) years, following which he/she may serve on the board one additional four-year term. The maximum number of four- year terms any individual can serve is four.