Establishment, Authority, and Method of Operating
1. Establishment and Composition. In accordance with Article XI, Section 1 of the Bylaws of the Society, the Board of Directors is authorized to establish an Executive Committee. The Executive Committee shall consist of the President, *President-elect, Vice President, Secretary, Treasurer, Immediate Past President, and two elected Directors designated by the Board of Directors. The usual practice shall be to designate an individual during her or his third year of service as an elected Director, and to retain that individual for a second consecutive year on the Executive Committee during his or her fourth year as an elected director. In no event shall any individual serve on the Executive Committee as elected director for more than 2 years during any 4 year term as an elected director. The Board of Directors is also authorized to designate the Executive Director as an advisory member of the Executive Committee without vote and the Fundraising Committee Chair and Newsletter Editor, Communications/Image Chair, *President’s Advisory Committee Chair and *the WDSF President as Ex-officio non-voting members.
2a.Authority. The Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the Society when the Board of Directors is not in session. Decisions made by the Executive Committee may be implemented immediately if required, but are still subject to review by the full Board of Directors at its next regularly scheduled meeting.
The Executive Committee shall not have the authority of the Board of Directors with respect to:
a) Amending the Bylaws of the Society.
b) Amending the Administrative Regulations of the Society.
c) Adopting a plan of merger or consolidation with another corporation.
d) Authorizing the voluntary dissolution of the Society or revoking proceedings therefore.
e) Adopting a plan for the distribution of assets of the Society should the Society be dissolved.
f) Electing members of the Society.
g) Appointing or removing any officer or director of the Society or any member of the Executive Committee.
h) Altering, amending, or rescinding any action of the Board of Director's without the express prior authorization of the full Board of Directors to do so.
2b.The Executive Committee shall act only in the intervals between meetings of the Board of Directors, and shall be subject at all times to the control and direction of the Board.
3. Duties. The Executive Committee shall be responsible for the management of the Society when the Board of Directors is not in session. In particular, the Executive Committee shall be responsible for supervising and directing the activities of all committees of the Society.
4. Method of Operating. Meetings of the Executive Committee may be called by the President or any three members of the Committee upon five days' notice to each Committee member. A majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business at any meeting thereof. All action of the Executive Committee must be approved by a two-thirds vote of the voting members present at a duly called and constituted meeting of the Executive Committee.
5. Reports to the Board of Directors. Minutes of all Executive Committee meetings shall be kept. At the next meeting of the Board of Directors a report of all Executive Committee meetings shall be made to the Board.
6. Responsibility of the Board of Directors Relative to the Executive Committee. The establishment and appointment of the Executive Committee and the delegation thereto of the authority described above shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or her or him by law or by the Bylaws of the Society.