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Article: 605 Board of Directors

MEMBERS - The Board of Directors shall consist of the following officers, committee chairmen, coordinators and representatives of CCSI, together with those additional members designated in Section 605.3:

  1. General Chairman

  2. Administrative Vice-chairman

  3. Senior Vice-chairman

  4. Age Group Vice-chairman

  5. Secretary

  6. Treasurer

  7. The Coach Representative

  8. The Athlete Representatives

  9. Officials Chairman

  10. Technical Planning Chairman

  11. Safety Coordinator

  12. Sanctions Coordinator

  13. Membership/Registration Coordinator

  14. Records/Top Times Coordinator

  15. Liaisons

AT-LARGE BOARD MEMBERS - [This section is reserved for future use.]

LIMITATIONS - This section is reserved for future use.

VOICE AND VOITNG RIGHTS OF BOARD MEMBERS - The voice and voting rights of Board Members and Individual Members shall be as follows:

  1. BOARD MEMBERS - Each Board Member other than the ex-officio members (see Section 605.3) shall have both voice and vote in meetings of the Board of Directors and its committees.

  2. NON-VOTING BOARD MEMBERS - Unless entitled to vote under another provision of these Bylaws, the ex-officio members shall have voice but no vote in meetings of the Board of Directors and its committees.

  3. INDIVIDUAL MEMBERS - Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.

DUTIES AND POWERS - The Board of Directors shall act for CCSI and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, a Board of Review member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USS Code or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to:

  1. Establish and direct policies, procedures and programs for CCSI;

  2. Oversee the conduct by the officers of CCSI of the day-to-day management of the affairs of CCSI;

  3. Provide advice and consent to appointments proposed by the General Chairman that require advice and consent under these Bylaws;

  4. Cause the preparation and presentation to the House of Delegates of the annual budget of CCSI and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

  5. Receive presentation of the annual audit report pursuant to Section 608.5 and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

  6. Call regular or special meetings of the Board of Directors or the House of Delegates;

  7. Admit eligible prospective Group Members;

  8. Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of CCSI;

  9. Appoint other officers, agents, committees or coordinators, to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, committee or coordinator the power to appoint any such subordinate officers, agents, committees or coordinators and to prescribe their respective terms of office, authorities and duties; and

  10. Remove from office any officers, committee chairmen, committee members or coordinators of CCSI who were not elected by the House of Delegates and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section 610.4.7.C. No officer, committee chairman or coordinator may be removed without receiving the thirty (30) days written notice specifying the alleged deficiency in the performance of the member's responsibilities under these Bylaws, the member's official duties or other reasons. All notices and proceedings under this section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to Section 610.6.1 to the extent applicable. Should the officer, committee chairman, committee member or coordinator contest the alleged deficiency or other reasons set forth in the notice, the Board of Directors shall hold a hearing at which the member shall have the same procedural rights as if the hearing were to be conducted by the Board of Review pursuant to Article 610.

EXECUTIVE COMMITTEE

  1. AUTHORITY AND POWER - The Executive Committee shall have the authority and power to act for the Board of Directors and CCSI between meetings of the Board and the House of Delegates.

  2. MEMBERS - The members of the Executive Committee shall be the General Chairman, who shall act as chairman, Administrative Vice-chairman, Senior Vice-chairman, Age Group Vice-chairman, Treasurer, Senior Athlete Representative, Coach Representative and Secretary.

  3. MEETINGS AND NOTICE - Meetings of the Executive Committee shall be held at any time or place within the Territory when called by the General Chairman or any three (3) members of the Committee with a minimum of three (3) days notice required. Pertinent provisions of Sections 607.5 through 607.11 and Section 616.1.5 shall apply to the Executive Committee meetings and notices.

  4. QUORUM - A quorum of the Executive Committee shall consist of a majority of the members.

  5. REPORT OF ACTION TO BOARD OF DIRECTORS - At the next regular or special meeting of the Board of Directors the Executive Committee shall make a report of its activities since the last Board of Director's meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied (e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.

MEETINGS OPEN, EXECUTIVE (CLOSED) SESSIONS - Board of Directors and Executive Committee meetings shall be open to all members of CCSI and USS. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee members, respectively, are entitled to attend. By a majority vote on a motion of a question of privilege the Board of Directors or the Executive Committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors or the Executive Committee.

PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors or the Executive Committee may participate in meetings of the Board of Directors or the Executive Committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by the General Chairman. Should the Board of Directors or the General Chairman fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.

QUORUM - A quorum of the Board of Directors shall consist of a majority of the members.

VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote.

PROXY VOTE - Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.

ACTION BY WRITTEN CONSENT - Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.

MAIL VOTE - Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chairman's appointments, or removals of officers, committee chairmen and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every Board Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section 605.17) within which to return the ballot to the Secretary. Action by written ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

NOTICES

  1. TIME - Not less than eight (8) days notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section 616.1.5 for the various permitted forms of notice and the consequences thereof.)

  2. INFORMATION - The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose, which may be general.

ORDER OF BUSINESS - At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which subjects are taken up may be varied.

  1. Roll Call

  2. Reading, correction and adoption of minutes

  3. Report of Executive Committee

  4. Reports of officers

  5. Reports of committees and coordinators

  6. Presentation of the annual budget and adoption of recommendations to the House of Delegates

  7. Presentation of the annual audit report pursuant to Section 608.5 and adoption of its recommendation to the House of Delegates

  8. Advice and Consent to Appointments

  9. Unfinished (old) business

  10. New buisenss

  11. Approval of applications for Group Membership

  12. Resolutions and orders

  13. Adjournment