Orders:Admiralty Order 2307-12: Difference between revisions

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11. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:

a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of the Secretary, Treasurer, and all Corporate Executives appointed by the Committee Chairperson under Article V. This committee shall be charged with the daily operations of the organization.

* a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of the Secretary, Treasurer, and all Corporate Executives appointed by the Committee Chairperson under Article V. This committee shall be charged with the daily operations of the organization.

b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.

c. Steering Committee: Chaired by a Director appointed by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and all Corporate Divisional Vice-Presidents.

* b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.

d. Disciplinary Committee: Chaired by the Chief Legal Officer and shall consist of a rotation of even-numbered members in addition appointed by the Chair of the Committee. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization referred by the Board.

* c. Steering Committee: Chaired by a Director appointed by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and all Corporate Divisional Vice-Presidents.

* d. Disciplinary Committee: Chaired by the Chief Legal Officer and shall consist of a rotation of even-numbered members in addition appointed by the Chair of the Committee. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization referred by the Board.

====ARTICLE IV OFFICERS OF THE BOARD OF DIRECTORS====

1. Number of Officers: The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by the same person; however, the President may not serve concurrently as a Vice-President.

a. President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors as Chairperson.

b. Executive Vice-President: The Executive Vice-President shall perform the duties of the President in the absence of the President and shall act as the Chief Operations Officer of the Corporation. The Executive Vice-President shall preside as Chairperson of the Executive Committee. The Executive Vice-President may designate subordinates within their office to assist in executing these duties.

* a. President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors as Chairperson.

c. Vice-President(s): Any additional Vice-Presidents approved by the Board of Directors shall be assigned duties on an as-needed basis, be it temporary or permanent. Such duties shall be so declared through an Act or Resolution of the Board of Directors and codified in appropriate governing documents, if necessary. The Vice-Presidents may appoint subordinates within their office to assist in executing these duties.

d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes of the Board of Directors’ meetings as well as all meetings of committees established. The Secretary shall work with the Counsel’s Office in ensuring corporate compliance. The Secretary may designate subordinates within their office to assist in executing these duties. The Secretary of the Board, due to its special nature, must be fulfilled by a voting director.

* b. Executive Vice-President: The Executive Vice-President shall perform the duties of the President in the absence of the President and shall act as the Chief Operations Officer of the Corporation. The Executive Vice-President shall preside as Chairperson of the Executive Committee. The Executive Vice-President may designate subordinates within their office to assist in executing these duties.

e. Treasurer: The Treasurer shall be responsible for conducting the financial affairs of this organization as directed and authorized by the Board of Directors. Within their position in the Executive Committee, they shall act as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors at each annual meeting. The Treasurer may designate subordinates within their office to assist in executing these duties. The Treasurer of the Board, due to its special nature, may be seated as a non-voting director, if determined by the Board of Directors.

f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State of Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature, may be seated as a non-voting director, if determined by the Board of Directors.

* c. Vice-President(s): Any additional Vice-Presidents approved by the Board of Directors shall be assigned duties on an as-needed basis, be it temporary or permanent. Such duties shall be so declared through an Act or Resolution of the Board of Directors and codified in appropriate governing documents, if necessary. The Vice-Presidents may appoint subordinates within their office to assist in executing these duties.

g. Any Additional Officers: The Board of Directors may seek to establish additional offices of the Board as deemed necessary to the governance of this organization. Permanent additions to the officers require amendment of these bylaws to establish those offices and duties, set forth in Article VIII. Temporary officers may be appointed by the President of the Board in a special meeting, with confirmation as set forth in Article IV, Section 3(b); all temporary officers’ term expire after the next annual meeting.

* d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes of the Board of Directors’ meetings as well as all meetings of committees established. The Secretary shall work with the Counsel’s Office in ensuring corporate compliance. The Secretary may designate subordinates within their office to assist in executing these duties. The Secretary of the Board, due to its special nature, must be fulfilled by a voting director.

* e. Treasurer: The Treasurer shall be responsible for conducting the financial affairs of this organization as directed and authorized by the Board of Directors. Within their position in the Executive Committee, they shall act as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors at each annual meeting. The Treasurer may designate subordinates within their office to assist in executing these duties. The Treasurer of the Board, due to its special nature, may be seated as a non-voting director, if determined by the Board of Directors.

* f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State of Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature, may be seated as a non-voting director, if determined by the Board of Directors.

* g. Any Additional Officers: The Board of Directors may seek to establish additional offices of the Board as deemed necessary to the governance of this organization. Permanent additions to the officers require amendment of these bylaws to establish those offices and duties, set forth in Article VIII. Temporary officers may be appointed by the President of the Board in a special meeting, with confirmation as set forth in Article IV, Section 3(b); all temporary officers’ term expire after the next annual meeting.

2. Qualifications: Unless otherwise noted above, all officers must be a director of the organization.

3. Election and Term of Office: Following the annual meeting upon which all directors are seated, the subsequent regular meeting shall see the election of officers:

a. President: If the sitting President is in an acting or interim capacity, or the office is vacant for any reason, the Board of Directors shall nominate from its members a new President. Any nominated director with a winning plurality of votes shall be seated as President for the new term. Otherwise, the President of the previous term continues to serve in that office.

b. All Other Officers: The President of the new term shall appoint all other officers, each required confirmation by the Board of Directors with a majority vote. Each officer shall serve a term of one year, expiring after the next annual meeting following confirmation.

* a. President: If the sitting President is in an acting or interim capacity, or the office is vacant for any reason, the Board of Directors shall nominate from its members a new President. Any nominated director with a winning plurality of votes shall be seated as President for the new term. Otherwise, the President of the previous term continues to serve in that office.

* b. All Other Officers: The President of the new term shall appoint all other officers, each required confirmation by the Board of Directors with a majority vote. Each officer shall serve a term of one year, expiring after the next annual meeting following confirmation.

4. Removal or Vacancy: The Board of Directors shall have the power to remove any officer of the organization, with or without cause, at a special meeting called for that express purpose. Approval of any motion to remove an officer must carry with a super-majority of seventy-five percent (75%) of the directors. Any officer vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled according to their office requirements, as follows:

a. President: The Executive Vice-President shall assume the duties of this office in the event of a vacancy until the next annual meeting. If the Executive Vice-President refuses to accept these duties, the Secretary shall assume acting duties of this office until after the next annual meeting.

b. Executive Vice-President, Vice-President(s), Secretary, or Treasurer: The previously designated senior subordinate shall assume acting duties of this office. If no such designation was declared by the former officer, the Board of Directors may nominate from their numbers a successor in acting capacity whose term shall expire after the next annual meeting.

* a. President: The Executive Vice-President shall assume the duties of this office in the event of a vacancy until the next annual meeting. If the Executive Vice-President refuses to accept these duties, the Secretary shall assume acting duties of this office until after the next annual meeting.

* b. Executive Vice-President, Vice-President(s), Secretary, or Treasurer: The previously designated senior subordinate shall assume acting duties of this office. If no such designation was declared by the former officer, the Board of Directors may nominate from their numbers a successor in acting capacity whose term shall expire after the next annual meeting.

====ARTICLE V CORPORATE OFFICERS====

@@ Line 64: / Line 64: @@
 . Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:
-a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of the Secretary, Treasurer, and all Corporate Executives appointed by the Committee Chairperson under Article V. This committee shall be charged with the daily operations of the organization.
+* a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of the Secretary, Treasurer, and all Corporate Executives appointed by the Committee Chairperson under Article V. This committee shall be charged with the daily operations of the organization.
-b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.
-c. Steering Committee: Chaired by a Director appointed by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and all Corporate Divisional Vice-Presidents.
+* b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and the Chief Legal Officer. This committee shall be charged with the handling of all licensing and legal issues referred by the Board of Directors.
-d. Disciplinary Committee: Chaired by the Chief Legal Officer and shall consist of a rotation of even-numbered members in addition appointed by the Chair of the Committee. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization referred by the Board.
+* c. Steering Committee: Chaired by a Director appointed by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, and all Corporate Divisional Vice-Presidents.
+* d. Disciplinary Committee: Chaired by the Chief Legal Officer and shall consist of a rotation of even-numbered members in addition appointed by the Chair of the Committee. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization referred by the Board.
 ====ARTICLE IV OFFICERS OF THE BOARD OF DIRECTORS====
 . Number of Officers: The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by the same person; however, the President may not serve concurrently as a Vice-President.
-a. President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors as Chairperson.
-b. Executive Vice-President: The Executive Vice-President shall perform the duties of the President in the absence of the President and shall act as the Chief Operations Officer of the Corporation. The Executive Vice-President shall preside as Chairperson of the Executive Committee. The Executive Vice-President may designate subordinates within their office to assist in executing these duties.
+* a. President: The President shall be the Chief Executive Officer and shall preside at all meetings of the Board of Directors as Chairperson.
-c. Vice-President(s): Any additional Vice-Presidents approved by the Board of Directors shall be assigned duties on an as-needed basis, be it temporary or permanent. Such duties shall be so declared through an Act or Resolution of the Board of Directors and codified in appropriate governing documents, if necessary. The Vice-Presidents may appoint subordinates within their office to assist in executing these duties.
-d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes of the Board of Directors’ meetings as well as all meetings of committees established. The Secretary shall work with the Counsel’s Office in ensuring corporate compliance. The Secretary may designate subordinates within their office to assist in executing these duties. The Secretary of the Board, due to its special nature, must be fulfilled by a voting director.
+* b. Executive Vice-President: The Executive Vice-President shall perform the duties of the President in the absence of the President and shall act as the Chief Operations Officer of the Corporation. The Executive Vice-President shall preside as Chairperson of the Executive Committee. The Executive Vice-President may designate subordinates within their office to assist in executing these duties.
-e. Treasurer: The Treasurer shall be responsible for conducting the financial affairs of this organization as directed and authorized by the Board of Directors. Within their position in the Executive Committee, they shall act as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors at each annual meeting. The Treasurer may designate subordinates within their office to assist in executing these duties. The Treasurer of the Board, due to its special nature, may be seated as a non-voting director, if determined by the Board of Directors.
-f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State of Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature, may be seated as a non-voting director, if determined by the Board of Directors.
+* c. Vice-President(s): Any additional Vice-Presidents approved by the Board of Directors shall be assigned duties on an as-needed basis, be it temporary or permanent. Such duties shall be so declared through an Act or Resolution of the Board of Directors and codified in appropriate governing documents, if necessary. The Vice-Presidents may appoint subordinates within their office to assist in executing these duties.
-g. Any Additional Officers: The Board of Directors may seek to establish additional offices of the Board as deemed necessary to the governance of this organization. Permanent additions to the officers require amendment of these bylaws to establish those offices and duties, set forth in Article VIII. Temporary officers may be appointed by the President of the Board in a special meeting, with confirmation as set forth in Article IV, Section 3(b); all temporary officers’ term expire after the next annual meeting.
+* d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes of the Board of Directors’ meetings as well as all meetings of committees established. The Secretary shall work with the Counsel’s Office in ensuring corporate compliance. The Secretary may designate subordinates within their office to assist in executing these duties. The Secretary of the Board, due to its special nature, must be fulfilled by a voting director.
+* e. Treasurer: The Treasurer shall be responsible for conducting the financial affairs of this organization as directed and authorized by the Board of Directors. Within their position in the Executive Committee, they shall act as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors at each annual meeting. The Treasurer may designate subordinates within their office to assist in executing these duties. The Treasurer of the Board, due to its special nature, may be seated as a non-voting director, if determined by the Board of Directors.
+* f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State of Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature, may be seated as a non-voting director, if determined by the Board of Directors.
+* g. Any Additional Officers: The Board of Directors may seek to establish additional offices of the Board as deemed necessary to the governance of this organization. Permanent additions to the officers require amendment of these bylaws to establish those offices and duties, set forth in Article VIII. Temporary officers may be appointed by the President of the Board in a special meeting, with confirmation as set forth in Article IV, Section 3(b); all temporary officers’ term expire after the next annual meeting.
 . Qualifications: Unless otherwise noted above, all officers must be a director of the organization.
 . Election and Term of Office: Following the annual meeting upon which all directors are seated, the subsequent regular meeting shall see the election of officers:
-a. President: If the sitting President is in an acting or interim capacity, or the office is vacant for any reason, the Board of Directors shall nominate from its members a new President. Any nominated director with a winning plurality of votes shall be seated as President for the new term. Otherwise, the President of the previous term continues to serve in that office.
-b. All Other Officers: The President of the new term shall appoint all other officers, each required confirmation by the Board of Directors with a majority vote. Each officer shall serve a term of one year, expiring after the next annual meeting following confirmation.
+* a. President: If the sitting President is in an acting or interim capacity, or the office is vacant for any reason, the Board of Directors shall nominate from its members a new President. Any nominated director with a winning plurality of votes shall be seated as President for the new term. Otherwise, the President of the previous term continues to serve in that office.
+* b. All Other Officers: The President of the new term shall appoint all other officers, each required confirmation by the Board of Directors with a majority vote. Each officer shall serve a term of one year, expiring after the next annual meeting following confirmation.
 . Removal or Vacancy: The Board of Directors shall have the power to remove any officer of the organization, with or without cause, at a special meeting called for that express purpose. Approval of any motion to remove an officer must carry with a super-majority of seventy-five percent (75%) of the directors. Any officer vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled according to their office requirements, as follows:
-a. President: The Executive Vice-President shall assume the duties of this office in the event of a vacancy until the next annual meeting. If the Executive Vice-President refuses to accept these duties, the Secretary shall assume acting duties of this office until after the next annual meeting.
-b. Executive Vice-President, Vice-President(s), Secretary, or Treasurer: The previously designated senior subordinate shall assume acting duties of this office. If no such designation was declared by the former officer, the Board of Directors may nominate from their numbers a successor in acting capacity whose term shall expire after the next annual meeting.
+* a. President: The Executive Vice-President shall assume the duties of this office in the event of a vacancy until the next annual meeting. If the Executive Vice-President refuses to accept these duties, the Secretary shall assume acting duties of this office until after the next annual meeting.
+* b. Executive Vice-President, Vice-President(s), Secretary, or Treasurer: The previously designated senior subordinate shall assume acting duties of this office. If no such designation was declared by the former officer, the Board of Directors may nominate from their numbers a successor in acting capacity whose term shall expire after the next annual meeting.
 ====ARTICLE V CORPORATE OFFICERS====

Orders:Admiralty Order 2307-12: Difference between revisions

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