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Article 3: Board of Directors (Council)

SECTION 1. The business and property of the Society shall be conducted by a Board of Directors who shall be designated the Council of the Society.

SECTION 2. The Council shall consist of nine Councilors-at-Large, President, President-Elect, two most recent Past Presidents, Secretary and Treasurer, as these offices are defined in Article V of these Bylaws.

SECTION 3. Councilors-at-Large shall serve without compensation and shall be elected as described below.

SECTION 4. The officers of the Society shall hold the same office within the Council and shall have been elected to office as described in Article V of these Bylaws.

SECTION 5. Councilors-at-Large must be active regular members in good standing at the time of their nomination, election and during their term of office.

SECTION 6. Councilors-at-Large, other than the initial councilors, shall serve for three years and until their successors are elected and qualified.

SECTION 7. Councilors-at-Large shall be divided into three classes of three each with the terms of the classes staggered at one year intervals. At the first annual meeting of the Membership of the Society following adoption of these Bylaws, one Councilor-at-Large will have their current term extended by one year. One Councilor-at-Large will be elected to serve a two year term. Three Councilors-at-Large will be elected to serve a three year term. At all subsequent meetings 3 Councilors-at-Large will be elected for a three year term.

SECTION 8. Councilors-at-Large may not succeed themselves without interruption unless they have served less than the three year term. Under no circumstances may they serve uninterruptedly for six years.

SECTION 9. Vacancies in the Council which may occur for any reason shall be filled by a successor appointed by a majority of the Council. Such an appointee shall serve until the next regular meeting of the Membership when a successor shall be elected to fill such office for any remaining term which may exist.

SECTION 10. Special meetings of the Council may be held at any time or place upon the call of the President or of any three council members. Regular meeting shall be held annually immediately preceding the annual meeting of the Society. Notice of meetings shall be given by mail or electronically to each Councilor not less than seven days before such meetings. Meetings may be held at anytime and place without notice if all Councilors are present or if those not present shall, in writing, before or after the meeting waive notice thereof.  Councilors may waive notice by attendance in person or telephonically at a meeting.

SECTION 11. A majority of the Council shall constitute a quorum for the transaction of business. Presence at a meeting may be in person or telephonically.

SECTION 12. An action required or permitted to be taken at any meeting of the Council or of any committee thereof, may be taken without a meeting if a majority of the members of the Council or committee consent thereto in writing or by conference telephone call confirmed by written minutes submitted to the Society’s Secretary, following written notice of the proposed action to all members of the Council or committee. All written consents and any dissenting views shall be filed with the minutes of the Council or committee as the case may be.

SECTION 13. The ASTS Executive Committee consists of six officers which are the current ASTS President, President Elect, Secretary, Treasurer, Immediate Past President and Past President.  The Executive Committee may take action on behalf of the council between council meetings.  Such action will be confirmed by written minutes submitted to the Society’s Secretary and affirmed by the council at its next meeting.   

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