ARTICLE IV

OFFICERS

Section 1. Election

The newly elected Board of Directors shall hold an organizational meeting each year prior to the Annual meeting to elect from the newly elected Board of Directors, a Vice President, Secretary and Treasurer. The Board of Directors shall also elect a Delegate and an Alternate Delegate to National Society of Professional Surveyors, a member organization of the American Congress on Surveying and Mapping, for a term of three years, both of whom may or may not be a member of the Board of Directors. However, said Delegate and Alternate shall be members in good standing as provided in Article I, Section 3 of these By-Laws. If the delegate is not a member of the Board of Directors, he/she shall attend the Board of Directors meetings.

Section 2. TERM OF OFFICE

The term of office of all Officers shall be one year but any Officer may be removed from Office at any meeting of the Board of Directors by the affirmative vote of two-thirds of the Directors then in office. Whenever it is the judgment of the Board that the Business interest of the Corporation shall be served thereby, the Board of Directors shall have power to fill any vacancies in any office occurring for whatever reason.

Section 3. PRESIDENT

The President shall be a Director and the principal officer of the Corporation and guide its functions. He shall preside at all meetings of the membership and the Board of Directors. He shall have no vote in any matter coming before the Board of Directors, provided however, in the event of a tie vote, he shall cast the deciding vote. He shall provide the Secretary with a copy of all official correspondence which he may conduct for the permanent record of the Corporation.

Section 4. VICE PRESIDENT

The Vice-President shall be a Director and shall in the absence or disability of the President perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe. The Vice-President shall also be the parliamentarian of the Corporation and in all matters of parliamentary procedures coming before the Board of Directors, the Vice-President shall be the deciding vote.

Section 5. SECRETARY

The Secretary shall be a Director and shall take or supervise the taking of complete minutes of the members and of the Board of Directors. He shall have custody of the Corporation’s minute book and of its Corporate Seal, if any, and submit to the Annual Meeting of the members a report covering the Business of this Corporation for the previous fiscal year and showing the condition of this Corporation at the close of said year and give or cause to be given all notices as required by these By-laws.

Section 6. TREASURER

The Treasurer shall be a Director and shall have custody of and account for all funds and property of this Corporation. The Treasurer shall keep complete books and record all financial transactions of this Corporation. The Treasurer shall be the Chairman of the Finance Committee and shall perform such additional duties as may be required of him/her by the Board of Directors. The Treasurer shall provide the financial information to the Secretary for inclusion in the report on the Business of this Corporation to the Annual Meeting. The Treasurer shall provide for an annual audit.

Section 7. PRESIDENT-ELECT

The President-Elect shall be a Director and shall acquaint himself or herself with the duties of the President and shall appoint his/her committees and designate the chairman of each committee for the coming year, and shall present them at the Annual Meeting.

Section 8. NOMINATIONS

The President shall appoint a Nominating Committee to be composed of three members, each of whom declares he does not seek directorship for the elective year in question. The Nominating Committee shall nominate two or more (if possible) members for the office of President-Elect. Said slate shall be presented to the Board of Directors by August 21^st of each year. Any member of the Corporation in good standing may be nominated as a candidate for President-Elect by petition, signed by at least 25 voting members in good standing and received by the Secretary no later than the last day in August. The Board of Directors shall accept nominees for the Office of President-Elect at the first meeting in September.

The nominating Committee shall also nominate two or more (if possible) members for each of the three remaining Directorship positions. Said slate shall be reported to the Board of Directors by the Secretary by November 21^st of each year. Any member of the corporation in good standing may be nominated as a candidate for Director by petition, signed by at least 25 voting members in good standing and received by the Secretary, no later than the last day in November. The Board of Directors shall accept nominees for the Directorship positions on the last day in November.

If the new President-Elect comes from the Board of Directors, then his/her director position shall end and the President-Elect shall be a director as President-Elect.

Section 9. ELECTIONS

Letter Ballots bearing the name of the nominees for President-Elect with a return envelope shall be mailed by the Secretary to all voting members by October.

1. Only Ballots returned to the Secretary at the Corporation’s Administrative Offices and postmarked prior to October 21^st, shall be counted. Such date to be specified on the Ballot. The unopened Ballots shall be delivered to the Nominating Committee as appointed by the President. The Nominating Committee shall count the votes cast for President Elect and shall determine based on which nominee received the greatest number of votes cast, which of the nominees will fill the Office of the President-Elect. The results of the tally shall be reported by letter to the Board of Directors and each nominee by November 7.
   
   
2. Letter Ballots bearing the names of the nominees for the three (3) remaining Directorship positions together with a return envelope shall be mailed by the Secretary to all voting members by December 5^th. Only Ballots returned to the Secretary at the Corporation’s Administrative Offices and postmarked prior to December 31^st, shall be counted. Such date shall be specified on the Ballot. The unopened Ballots shall be delivered to the Nominating Committee as appointed by the President. The Nominating Committee shall count the votes cast for Directors and shall determine based upon which nominee received the greatest number of votes cast, which of the nominees shall fill the vacant Directorship positions. The results of the tally shall be reported to the Board of Directors and each nominee no later than January 7^th. The Board of Directors are authorized and empowered to make rules and regulations covering nominations and elections not inconsistent with these By-Laws.
   
   
3. In the event of a tie vote for any position, the Board of Directors shall vote by secret ballot to elect a candidate. The President shall also submit a secret ballot to be counted only to break a tie vote among the Board Members.

Section 10. ASSUMPTION OF DUTIES

The newly elected officers shall assume their duties at the conclusion of the next Annual Meeting following the elections.

In years when the annual convention is not held in the month of January, the newly elected Board of Directors and its’ officers shall take office on the first official Board of Directors meeting in January.

Section 11  PAST PRESIDENTS COUNCIL

A PAST PRESIDENTS COUNCIL shall be established as a Standing Committee of the Society.  The immediate Past President shall be Chairman of the COUNCIL.  In the event the immediate Past President cannot serve as Chairman or does not wish to serve as Chairman of the COUNCIL, the members of the COUNCIL shall elect one of their members of the COUNCIL to serve as Chairman for the present year.

The membership of the COUNCIL shall be composed of any Past Presidents who may wish to serve on the COUNCIL and is either a full member or Life Member of the Society.

The duties of the Council shall be as follows:

1. Provide short range and long range planning and guidance for the Society and make recommendations to the Board of Directors.
2. Encourage completion of the previously initiated programs
3. Appoint a committee from the Council members to provide guidance in addressing any ethical disputes between members of the Society.
4. Provide guidance and mentoring for any member of the Society having difficulty with the Standards of Practice.
5. Provide guidance and advice to the Board of Directors when requested to do so.