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Bylaws

Article 3 - Board of Directors

Section 1:  The members of the Board of Directors shall have the following duties:

Section 2:  PRESIDENT: The President shall be the Chief Executive Officer and the spokesperson for NATCO. The President is an ex-officio member of any and all workgroups and standing committees. The President shall appoint all workgroup and standing committee chairpersons in accordance with Article V and establish any Ad Hoc committees. The President shall have all rights and privileges consistent with the office of President. The President shall serve for a term of one year. The President shall represent NATCO on the UNOS Board of Directors.

Section 3:  PRESIDENT-ELECT: The President-Elect shall succeed to the office of President upon the completion of the President’s term of office or upon an earlier vacancy in the office of the President, expect as elsewhere noted in these Bylaws. The President-Elect shall assume all of the duties and responsibilities of the President in the President’s absence or in the President’s inability to fulfill the duties of office, such inability to be determined by the Board of Directors and reported to the general membership for approval within 21 days of such action. The President-Elect is an ex-officio member of any and all workgroups and standing committees. The President-Elect shall have all of the rights and privileges consistent with the office of President-Elect. The President-Elect shall serve for a term of one year.

Section 4:  SECRETARY: The Secretary shall keep the minutes of all meetings of the Board of Directors and of the membership of NATCO; shall see that all notices are duly given in accordance with the provisions of these Bylaws and shall be custodian of all contracts, assignments and other legal documents and records. The Secretary shall be responsible for filing all required corporate reports and papers. The Secretary shall be responsible for disseminating to the full membership the transaction of all business conducted at the Annual Meeting. The Secretary will be elected to one two-year term of office and may seek re-election to serve a total of two consecutive two-year terms. The two-year term of office will become effective with the 1994-1995 Board of Directors election. The Secretary shall have all of the rights and privileges consistent with the office of Secretary.

Section 5:  TREASURER: The Treasurer shall be responsible for keeping an account of all monies received, all assets and payment of all federally insured banks(s), trust company(s) and/or savings and loan association(s) as approved by the Board of Directors. The Treasurer will present a financial report at all meetings of the Board of Directors, at the Annual Meeting and at any other time when called upon by the President.  The Treasurer will present the proposed budget for adoption by the Board of Directors. The Treasurer shall be elected to one two-year term of office and may seek re-election to serve a total of two consecutive two-year terms. The Treasurer shall have all of the rights and privileges consistent with the office of Treasurer.

Section 6:  COUNCILORS: The elected Councilors at Large shall have rights and privileges of members of the Board of Directors and shall perform any duties determined by the President. They will be elected to one two-year term of office and may seek re-election to serve a total of two consecutive two-year terms.

Section 7:  IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve on the Board of Directors as a senior member to lend expertise to the current President, shall serve as a member of the Nominations and Elections Committee and shall perform any other duties determined by the President. The Immediate Past President shall serve for a term of one year.

Section 8:  Removal from the Board of Directors:  Any person elected to the Board of Directors may be removed with cause by a majority vote, with the exception of the Board member in question, of the Board of Directors. Such person shall be notified in writing by certified mail, return receipt requested.  The member of the Board shall be given full opportunity for redress of grievances. Such person shall be invited to appear at a hearing before the Board of Directors only after notification of such hearing has been presented in writing and transmitted via certified mail, return receipt requested, not less than 30 days prior to the hearing. The member of the Board may alternately reply in writing. Any person removed from the Board of Directors by majority vote due to unprofessional behavior shall be permanently ineligible to serve on future NATCO boards.

 


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