The governing body of DIGNITY shall be a Board of Directors. Only Regular Members of DIGNITY may serve on the Board of Directors.
The Board of Directors shall consist of a minimum of eleven (11) and a maximum of 17 people, whose terms of office will be staggered to ensure continuity. No paid employee of DIGNITY may be a member of the Board of Directors. The Directors shall be:
Directors may serve a maximum of four consecutive two-year terms in any single capacity. The President, Vice-President, Secretary and Treasurer will be elected in odd numbered years. An additional seven (7) Directors will be elected by the membership in a national election with three (3) being elected in the odd numbered years and the other four (4) in the even numbered years.
Up to six (6) Board-elected directors may also be elected by the Board of Directors for two-year terms ending no later than the close of the second fiscal year from the date of their election. The number of Board-elected directors will always be less than the total number of Directors elected by the general membership.
The terms of office of Board-elected Directors, other than the Secretary and Treasurer, shall be staggered; and if there is an odd number of such Directors, the greater number shall have a term of office that ends in the even-numbered years.
All Directors' terms shall begin on October 1 and conclude September 30th two years later unless otherwise stated in these Bylaws.
Members of the Board may resign or be recalled as provided for in the Bylaws. In the case of a vacancy of the office of President, the Vice President shall automatically assume the office of President if the office of Vice President is not vacant. The current President and Vice President shall remain in office, even if term limited, until their successors are properly elected according to these Bylaws or until they resign or are recalled.
If the offices of the President and Vice President are vacant, the Board of Directors, by a two-thirds vote, may appoint a Regular Member to complete the remainder of the term of President. In the case of a vacancy of a Member-elected Officer or Director for whatever reason, including the unavailability of anyone to run for election to any of these positions, the Board of Directors, by a two-thirds vote, may appoint a Regular Member to complete the remainder of the term of that Officer or Director. Such an Officer or Director shall be considered as Member-elected for the purposes of determining that the number of Board-elected Directors is less than the number of Member-elected Directors.
Except for those matters specifically reserved to the membership, the Board of Directors shall be vested with full power to conduct all business of DIGNITY, subject to applicable laws, the Articles of Incorporation, and these Bylaws. In addition the Board shall:
The Board of Directors shall create written procedures for the conduct of matters assigned to it by these Bylaws. Such procedures will be made available to members upon request.
A majority of the members of the Board shall constitute a quorum.
The Secretary shall create a record of the proceedings of the Board to be published as the official transactions of the Board.
No member of the Board of Directors shall receive any salary from DIGNITY but may be reimbursed for out of pocket expenses related to performing their duties. The financial responsibility for the operation of the Board of Directors rests with DIGNITY. This includes the travel, meals and lodging costs of the Directors associated with attendance at a Board of Directors meeting.