New Hampshire, Massachusetts, Rhode Island, Connecticut, New Jersey, Delaware, Maryland, Tennessee, Virginia, Georgia, North Carolina, South Carolina, and Florida. To provide equal representation for all members, each district shall have approximately the same average number of voting members represented by each Director. The Directors shall periodically and not less than every 5 years, review and revise each district by moving one or more states to contiguous districts in order to equalize membership representation in each district. The term of office of the Directors shall be three years and until their successors are elected and take office. Nothing contained herein shall preclude a member of the Board of Directors from succeeding himself or herself, except that no person shall consecutively serve more than two three-year terms. Following service of two consecutive three-year terms, a member would again be eligible for election to the Board of Directors at the first election following the end of the most recent term served by that former Director. Not more than two Directors residing in any one state may serve on the Board at any one time. All Directors must reside in the district in which they represent unless there has been a realignment of the district, as set out in this Section 3, during the Director’s term of office. In the event of realignment, a Director, whose state is realigned into a different district, shall continue to serve the district from which he or she was originally elected until the expiration of that Director’s term of office. Any resulting conflict with these bylaws caused by realignment, such as the number of Directors required per district, shall be waived and accepted until the entire realignment process is complete. Section 4. Election of Directors. Candidates for a director’s position shall cause to be delivered to the USSA office a letter of nomination, which letter shall be received at the office by August 1 of that year. An official ballot containing the names and resumes of district candidates shall be mailed to all members of the association by September 1 of that year. To vote in the election of Directors, a member must return the ballot to a location at the board of directors discretion October 1 of that year. Director applicants receiving the most votes in his/her district shall be deemed elected. In the event of a tie, the present directors will pick the winner or one of the tie candidates may choose to refrain from election. The secretary of the USSA will inform, by mail, all voting members of the election results.
shall commence their term of office immediately following the adjournment of the last regular meeting of the Board of Directors, preceding the Annual Meeting of members. Section 6. Vacancies. In the case of a vacancy on the Board of Directors, the Directors shall have the power to fill such vacancy with the appointment of a member who lives in the district with the vacant seat to serve the unexpired term until the next annual meeting, at which time the opening would be filled in the same manner provided in Section 4. In the event of a vacancy and a full-term board seat both being available in the same district, members will vote for two (2) candidates. The two candidates receiving the most votes will fill the Board of Directors vacancies in the following manner. The person with the most votes will fill the three-year term and the person with the second most votes will fill the shorter term. Filling an uncompleted termwill not preclude a Director from being elected to the Board of Directors for two consecutive three-year terms. Section 7. Compensation. Directors shall not receive any stated compensation for their services, but by resolution of the Board, reimbursement for expenses, if any, may be allowed for attendance at each meeting of the Board, or for performing other duties assigned by the Board. Section 8. Annual Meeting. The annual meeting of the Board of Directors shall be held at a location to coincide with the annual meeting of the membership and either precedes or follow the annual membership meeting. Special circumstances allow the Board to designate an alternative time and location. Section 9. Regular Meetings. Regular meetings of the Board of Directors, whether they be face to face or conference calls, will be held periodically during the year as deemed the Board President or any three Board Members. Section 10. Special Meetings. A special meeting of the Board may be called at any time by the President, or any three or more of the Directors by giving ten days’ notice of such meeting to each member of the Board of Directors, either personally or by mail, stating the time, place and purpose of any such meeting. The place of the special meeting may be within or without the State of Missouri, as designated in the notice. The purpose of the special meeting must be specified in writing and provided to each Board member at the time the meeting is called.
Telephone. Members of the Board or of any committee may participate in a meeting of the Board or its committees by means of conference telephone or other similar communications equipment, provided there has been five days written notice, whereby all persons participating in the meeting can hear each other, and participation in a meeting in such a manner shall constitute being present at such meeting. Section 12. Action in Lieu of Meeting. Unless otherwise restricted by law, any action requested to be, or that may be, taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all of the Directors shall have the same effect as a unanimous vote and may be stated as such in any document describing the action taken by the Board of Directors. Section 13. Waiver of Notice. Any notice provided or required to be given to the Directors may be waived in writing by any of them, whether before, at, or after the times stated therein. The attendance of a Director at any meeting shall constitute waiver of notice of such meeting except where the Director attends and so states at the opening of the meeting, for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 14. Quorum. At all meetings of the Board of Directors, a majority of the whole Board shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum, except as may be otherwise specifically provided by law or by these Bylaws or by Articles of Incorporation shall be the act of the Board of Directors. Section 15. Resignation. Any Directors may resign at any time by giving written notice thereof to the Board of Directors. Such resignation shall take effect at the time specified in the notice, and unless otherwise specified therein, formal acceptance of such resignation shall be necessary to make it effective. Section 16. Removal. Any Director may be removed, with cause, by the vote of two thirds (2/3) majority of the members in that Director’s district present in person or by proxy at a meeting of the membership called expressly for that purpose, at which a quorum is present. Formal notice to all Association members in that Director’s district of the proposed removal of any Director must be made in writing at
least twenty-five (25) days prior to and no longer than sixty (60) days prior to the meeting. The Directors(s) must be provided an opportunity to respond to any accusations. The meeting will be in that Director’s district. A two thirds (2/3) vote by members present, in person or by proxy; will be required to remove a director. The individual(s) calling the meeting will state the place and time of the meeting. ARTICLE VI.OFFICERS. Section 1. General. The officers of the Association shall consist of a President, a Vice-President, and a Treasurer. No offices may be held by the same person. To be eligible to serve as President and Vice President the individual must have served on the Board the previous year. The Treasurer, a member in good standing, will be appointed by the Board of Directors. If the appointed Treasurer is a non-elected director, the Treasurer will not have voting rights. The duties and the term of the Treasurer are defined by the board of directors. Section 2. Election of President and Vice-President. The President and Vice- President shall be elected annually, from the members of the Board of Directors, by the Board of Directors, at a Board meeting immediately following the close of the last regular annual Board Meeting, preceding the annual meeting of the members. Such election shall be conducted by the retiring President who is ineligible to be reelected; if the retiring President is eligible to be reelected, the retiring Vice-President shall conduct the election unless the retiring Vice-President is eligible for election as President; if both the retiring President and Vice-President are eligible for election as President, the lead Association Staff person available shall conduct the election of President. In case of a tie, when voting for president, if the vote is a tie after a second vote, the most senior (by age) retiring board member will vote to break the tie in a third vote by sealed ballot. The newly elected President shall take office immediately upon his election and conduct the election for Vice-President. Section 3. Term of Office. Each officer of the Association shall hold office for a term of one year or until a successor is selected, unless the officer is removed or resigns before such time. Nothing contained in these Bylaws shall preclude an officer from succeeding himself/herself, except that no person shall hold the office of the President for more than three consecutive terms. Section 4. Compensation. Reimbursement for the expenses, if any, of the President or Vice-President in attending meetings or carrying out responsibilities designated by the Board of Directors shall be fixed by the
Section 5. Commencement of Term of Office. Newly elected Directors
Section 11. Special Meeting by Conference
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