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Bylaws - ARTICLE III

ARTICLE III

EXECUTIVE COUNCIL & EXECUTIVE COMMITTEE

Section 1. Functions of the Council. The Executive Council shall be the agency through which the general administration and executive functions of the Association shall be carried out. It shall perform the responsibilities assigned to it by these Bylaws and shall conduct, manage, and control the business of the Association. It shall convene at and during the Annual ACA Convention and such other time as may be desirable.

Section 2. Membership on the Council. The Executive Council shall consist of the Past-President, President, President-Elect, Secretary/Treasurer, the Professional Development Director, the six Trustees, and the Representative to the ACA Governing Council. The Executive Director shall be a non-voting Ex-Officio member of the Council and act as its ex-officio Secretary.

Section 3. Reports of Elected Officers. The President of the Association shall prepare written reports to ACA.

Section 4. Audits. The Executive Director shall make an interim report to the members at the annual business meeting. At the conclusion of the fiscal year (July 1 to June 30 of the following calendar year), the Executive Director shall submit an annual report to the Executive Council and ACA for inclusion in an audit by a certified public accountant at the expense of the Association.

Section 5. Executive Committee. The Executive Committee is chaired by the NECA President and includes the President, President-Elect, Immediate Past President, Secretary/Treasurer, the Professional Development Director, and the NECA Governing Council Representative. The Executive Director shall serve as a non-voting ex-officio member of the Committee and act as its ex-officio Secretary. A quorum of the Executive Committee shall be a majority of its voting members in which the President is present or has delegated his/her authority for the meeting in writing to either the President-Elect or the Immediate Past President. Meetings shall be called by the President or his/her delegate as required. The Executive Committee shall act for the Executive Council within policies as may be established by such Council. The Executive Committee shall function primarily to address those issues which are necessary for the efficient operation of the Association, and between regular meetings of the Executive Council may make decisions with all the powers of the Council, which shall be reported at the next meeting of the Executive Council. The Executive Committee shall meet at the ACA Convention to review the proposed annual budget and make any desired changes prior to such budget being presented to the full Executive Council for its approval. Executive Committee meetings may be held by telephone or by email in which all members have been notified in advance and in which a quorum of committee members participate. The Executive Committee shall make decisions regarding investments through its Investments Subcommittee, as further described in Article VIII, Section 3.

Section 6. Electronic Communication and Action. Specific actions of the Executive Council and Executive Committee may be taken by electronic means, provided that use for such action is deemed appropriate by the President. The Executive Council is authorized and directed to adopt formal procedures to govern taking action by electronic means. Such procedures must ensure that all proposed actions are delivered to all members of the Council in advance, that all members must have an opportunity to discuss and suggest changes in such actions, and that voting must be taken by a formal process by the Executive Director or President of the Association. All such actions must be recorded in the minutes of the Association.