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NABE Bylaws
Reflecting All Amendments through August 14, 2005

ARTICLE IV. GOVERNANCE
Section A. Executive Board. NABE shall be governed by an Executive Board of Directors, hereinafter referred to as the Executive Board, comprised of nine persons who will occupy the following positions: six elected Board Members-at-Large and three Regional Representatives, one elected by each of the Association’s three geographic regions. The NABE Executive Board shall also appoint, as a nonvoting advisor to the Board, a Parent Representative on an annual basis. These changes shall become effective on July 1, 2005.

Section B. Terms of Office. Executive Board members will serve three-year terms of office beginning on July 1 and ending on June 30.

Section C. Authority. The authority of the Executive Board shall extend to all matters of policy and the employment of an Executive Director. The Board shall also establish the criteria for membership, period of membership, annual dues, qualifications of its officers, and possess the legislative authority to adopt and amend these bylaws.

Section D. Officers. The Executive Board shall have four officers: President, Vice President, Secretary, and Treasurer who will serve one-year terms. The nine members of the Executive Board shall select, from among themselves, the Executive Board’s officers.

Section E. Vacancies. Any vacancy occurring on the Executive Board and any vacancy in an officer position may be filled for the unexpired term by a vote of a simple majority of the remaining members of the Executive Board.

Section F. Duties of Officers.
(1) The President is responsible for calling and conducting Executive Board meetings; presiding at the Association's Annual General Membership Meeting; supervising the Executive Director with consultation and advice from NABE Executive Board Members; and representing the Association to its members and the public.

(2) The Vice-President assists the President and shall serve as President if the President is absent or temporarily incapacitated.

(3) The Secretary shall record, distribute to the Executive Board, and transmit to the Association's national office, minutes of each Executive Board meeting and the Association's Annual General Membership Meeting.

(4) The Treasurer shall oversee the financial operations of the Association and shall present reports on the Association's financial operations and status to the Executive Board and at the Association's Annual General Membership Meeting. The Treasurer shall also ensure that an annual audit of the Association's financial records is conducted and that said audit is available for inspection.

Section G. Removal. Any member or officer of the Executive Board may be removed from the Board for misfeasance, malfeasance, or nonfeasance in the performance of his or her duties as Board member or officer. Such removal shall be at a regular or especially called meeting of the Executive Board, and upon a vote of five members, provided that a notice of the proposed removal shall have been sent by mail, certified or registered if possible, to the last recorded address of such member or officer at least fifteen (15) days before final action is taken on such removal. The member or officer shall have the opportunity to present any relevant information, in writing, in person, or through a representative, to the Board of Directors before final action is taken.

Section H. Meetings. Meetings of the Executive Board of Directors shall be called by the President, a majority of the Board’s members, or the Executive Director, with a five-day notice to all Executive Board members and the Executive Director. A quorum of the Executive Board shall consist of five members. All meetings of the Executive Board shall be open to NABE members in good standing. The Executive Board may, by simple majority vote, close any portion of an Executive Board meeting to non-Board members to discuss confidential matters. Any members of the Executive Board of Directors may participate in meetings of the Executive Board by conference telephone, as permitted by the District of Columbia Nonprofit Corporation Act. Proxy voting shall not be permitted at meetings of the Executive Board.

Section I. Annual Meeting. The Executive Board of Directors shall hold at least one annual membership meeting in conjunction with the Association's annual conference. Fifty (50) members in good standing shall comprise a quorum at the Association's annual membership meeting. Section J. Affiliates Meeting. The Executive Board of Directors shall also convene a meeting of the presidents of the Association's affiliate organizations in conjunction with the Association's annual conference.

>>ARTICLE VI. NOMINATIONS