ARTICLE IX -
PROCEDURAL RULES AND CONDUCT OF BUSINESS
- Section 9-01. Procedural Rules.
- Section 9-02. Order of Business.
- Section 9-03. Conflicts of Interest.
- Section 9-04. Representation of the Association.
Section 9-01. Procedural Rules.
On parliamentary matters of the Association not covered by these Bylaws, Robert's Rules of order, as the same may be revised from time-to-time, shall be the authority as far as applicable; but any Committee or Section may provide other rules of order not inconsistent with any parliamentary rule -specifically made applicable to committees or Sections by these Bylaws.
Section 9-02. Order of Business.
The Order of Business at meetings of the Association or of the Executive Committee shall be as determined by the President or the presiding officer in the absence of the President.
Section 9-03. Conflicts of Interest.
It is the policy of the Association and the Executive Committee that no contract or transaction between the Association and one or more of its Executive Committee members or officers, or between the Association and any other corporation, partnership, association or other organization in which one or more of the Association's Executive Committee members are directors or officers, or have a financial interest, or in which any member of the Executive Committee or officer has any other conflict of interest, shall be authorized or entered into unless (i) the material facts as to his or her interest and as to the contract or transaction are disclosed or are known to the Executive Committee and the Executive Committee in good faith authorizes the contract or transaction by an affirmative vote of a majority of the members of the Executive committee other than the interested member or members of the Executive Committee; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Members and the contract or transaction is specifically approved in good faith by the Members; or (iii) the contract or transaction is fair to the Association as of the time it is authorized, approved or ratified by the Executive Committee or the Members. Interested members of the Executive committee may be counted in determining the presence of a quorum at a meeting of the Executive Committee which authorizes the contract or transaction.
Section 9-04. Representation of the Association.
No Member of the Association, no Committee and no Section of the Association shall speak or purport to speak for the Association except as otherwise specifically provided in these Bylaws. The President shall be the principal -spokesperson of the Association. The President shall have the authority to speak for the Association (i) in furtherance of any action or position taken by the Executive Committee or by the Members, and (ii) on other matters, when not in conflict with a previously adopted policy of Association, whether expressed by the Executive Committee or by the Members. The President may delegate such authority to another officer or Member of the Association when the President may be unavailable or when the President concludes that having such person speak for the Association will best serve the goal, position or result desired.