Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors, which may also be called a Board of Trustees. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or the Bylaws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Section 2. Delegation of Authority. The Board of Directors may delegate by resolution duly adopted in accordance with Sections 14 and 15 of this Article IV, to any one or more committees established pursuant to Sections 2 and 3 of Article VI or to any officers or employees of the Corporation, the power to exercise any portion of the authority of the Board of Directors in the management of the Corporation, provided that any delegation of authority shall require the committee or person to which Board authority is so delegated to provide egular and timely reports on their exercise of that authority. Such delegation shall not operate to relieve the Board of Directors, or any individual Director, from any responsibility imposed upon the Board or such individual by law. Futher, any delegation may be rescinded at the disgretion of the Board, and the Board reserves the right to amend or cancel any action of a committee or person to which any authority has been delegated, in the best interests of the Corporation.
No Director or officer of the Corporation shall have any power to bind the Corporation of act on its behalf except as expressly set forth in these Bylaws or by resolution of the Board of Directors.
Section 3. Number. The number of Directors shall be not fewer than three nor more than fifteen, not counting ex officio members, such number to be determined from time to time by resolution duly adopted by the Board of Directors.
Section 4. Designation of Directors. The Board of Directors shall be constituted with a view toward representing the broad diversity of interests among the nation’s designers. Each Director shall be at least eighteen (18) years of age. The Executive Director of the Corporation shall also serve as a voting ex officio Director as long as the Executive Director remains the Executive Director of the Corporation. The Chapter Presidents’ Council shall recommend for the Board’s approval, annually, a representative of the Chapter presidents, who shall serve as a voting ex officio Director.
Section 5. Classification and Tenure of Directors.
(a) The Directors shall be classified with respect to the period during which they shall severally hold office, by dividing them into three classes, with the term of office of one class expiring each year. At each annual election, the successors to the class of Directors whose terms shall expire in that year shall be elected to hold office for the term of three years, so that the term of office of one class of Directors shall expire in each year, except as otherwise provided in this Article IV.
(b) Any Director may be reelected for one additional consecutive term. A Director who has completed two consecutive three-year terms may not be elected for an additional term, except after an intervening period of at least one year; provided that service as a Director to complete an unexpired term upon election to a vacancy, shall not constitute a “term” for purposes of this Section 5(b).
Section 6. Ex Officio Directors
Ex officio Directors may be determined from time to time by resolution duly adopted by the Board of Directors. Ex officio Directors shall be invited to serve by the Board of Directors in order to represent their position or organization for a term coincident with their official position in the organization represented or otherwise to serve the interests of the Board.
The Chapter Presidents’ Council Chair shall serve as a voting ex officio Director as long as the Chair remains the Chair of the Chapter Presidents’ Council.
Section 7. Disqualification of Directors. A Director who ceases to be a Member shall be disqualified thereby from continuing to serve as such a Director immediately upon such cessation. A Director who is unable to attend more than two consecutive meetings of the Board may be disqualified thereby from continuing to serve as such a Director at the time of the third consecutive meeting which they have not attended, unless, in the opinion of the Board of Directors, it is in the interest of the Institute to retain that Director on the board.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any position to be filled by reason of an increase in the number of Directors, may be filled by the Board of Directors by a vote of no fewer than 2/3 of the Directors then in office from among a slate of one or more qualified candidates nominated by the Nominating Committee most recently appointed in accordance with Section 9 of this Article IV. A Director elected to fill a vacancy shall be elected for the unexpired term of their predecessor in office or for a term to be determined by the Board of Directors, not to exceed three years. A current member of the Board may be extended for up to two years under this Section 8, if that extension can be justified in the specific interests of current and planned Corporation activities and if the extension would not cause the maximum number of Directors defined in Section 3 to be exceeded.
Section 9. Nominating Committee; Election of Directors by Ballot
(a) Not less than one hundred fifty days before April 1 of each year, the President of the Board of Directors shall appoint a Nominating Committee with the approval of the Board. The nominating committee Members will consist of six Members who will serve for two years, with half of the six Members rotating off each year. It shall be the duty of the Nominating Committee to select and nominate a slate of candidates for all Director positions to be filled. In selecting the Members of the Nominating Committee, the President shall give consideration to the objective of including Members at large. Half of the committee Members shall have served on the previous year’s Nominating Committee. Any current Board Members appointed to the Committee shall be Members who are not eligible for a possible extension of their term nor a possible candidate for the President.
(b) In making nominations, the Nominating Committee shall consider each potential nominee’s experience and qualifications and shall make such nominations as shall assure representation on the Board of Directors of individuals representing with leadership capacity and broad engagement in the issues of relevance to the Corporation. The candidates nominated need not be selected from the roster of the Members, nor design professionals, nor residents of the State of New York.
(c) No later than one hundred and twenty days before April 1 of each year, the Nominating Committee shall send to each Member eligible to vote an invitation for Members to recommend candidates for consideration by the Nominating Committee and a description of the criteria being considered by the Nominating Committee.
(d) The Nominating Committee shall propose to the Board a list of candidates for new Directors that consists of the number of available openings on the Board. The Board shall approve a slate of new directors from among the nominees on the list of candidates submitted by the Nominating Committee. The Election of nominees for all Director positions to be filled shall be held by electronic or internet polling which shall be sent to each Member eligible to vote not less than thirty days before April 1 of each year.
(e) The Nominating Committee shall recommend a candidate for President of the Board from among sitting or former Directors or Members in good standing who meet special criteria approved by the Board. The recommendation shall be made no later than the winter meeting of the year in which the current Board President’s term expires. The candidate for President will be presented to the Nominating Committee by the Executive Director and current President, after consultation with the chair of the Nominating Committee.
(f) A president elect may be identified and elected a year in advance of the completion of the incumbent president's term to facilitate effective preparation for assuming the responsibilities of chief elected officer. In the case of the nomination of a candidate not currently serving on the board or present on the slate for election, the president elect may be appointed to the Board ex officio for one year. The process for selecting the president elect will be consistent with the provisions of Section 9 (e).
(g) Terms of newly elected Directors (excluding Directors appointed to fill vacancies) shall commence on July 1 of the year in which their term commences.
Section 10. Regular Meetings. A regular annual meeting of the Board of Directors shall be held in the month of June, or at such other date and time and at such place (within or without the State of New York) as is designated from time to time by the President or any five Directors and stated in the notice of the meeting. The Board of Directors may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 11. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any five Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of New York, as the place for holding any special meeting of the Board called by them.
Section 12. Notice; Waiver of Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or at least three days previously thereto if sent by mail or other means of communication to each Director at their address as shown by the records of the Corporation. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such meeting, unless specifically required by law or by these Bylaws.
Section 13. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 14. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 15. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if all of the Directors entitled to vote on such action sign a consent in writing, setting forth the action taken.
Section 16. Meeting by Conference Call or Electronic Communications. Notwithstanding anything contained in this Article IV, any or all Directors may participate in a meeting of the Board of Directors or a committee of the Board by means of conference telephone or by any means of communication, including electronic communication, by which all persons entitled to participate in the meeting are able to hear each other and participate fully in the discussions and voting of the meeting, and such participation shall constitute presence in person at the meeting. Decisions made in meetings that are not conducted in person or by telephone (including teleconference) must be confirmed in the next meeting of the Board that occurs in person.
Section 17. Compensation of Directors. Directors shall receive no compensation for their services as Directors, but shall be entitled to reimbursement of all reasonable expenses incurred by them in connection with meetings of the Board of Directors or otherwise incurred in connection with the affairs of the Corporation, subject to such reasonable limits as the Board of Directors may establish from time to time. Directors may be retained to undertake special projects in addition to their official board duties that involve professional fees, honoraria or reimbursable expenses if these assignments are defined by a scope of work, reasonable terms of compensation, in the interest of the association, and ratified by the executive committee.