Proposed Article V




SECTION 1 - Duties of the Board


The Board shall be responsible for formulating all policies governing the affairs of the USCAP, including the conduct of its business and the hiring of an Executive Vice-President. The Board shall authorize, by general or specific resolutions, and in accord with its budget, the disbursement of the USCAP’s funds and shall receive reports and recommendations from its Officers, Committees, Advisory Councils, and its staff. The Board shall have authority to act for the USCAP in all matters except those specifically excluded in the USCAP's Articles of Incorporation or in these Bylaws. The Board has the authority to authorize the sale or other disposition of assets not in the ordinary course of business, without a membership vote or approval.


SECTION 2 - Board of Directors


The Board shall consist of between thirteen and fifteen directors, which will include in its membership the President, President-Elect, Vice-President, Immediate Past President, Secretary, and Treasurer of the USCAP and eight to ten additional at large members of the USCAP elected by Members of the USCAP as prescribed in SECTION 4, below, and elsewhere in these Bylaws.   The Executive Vice-President of the USCAP shall be a non-voting ex officio member of the Board who may or may not be excused when the Board goes into executive session.  At large directors serve terms of three (3) years beginning on April 1, following the adjournment of the annual meeting of Members at which their election is announced, the terms to be staggered, when practicable, in such manner that the terms of no more than three (3) Directors expire each year.  At large directors are eligible for two consecutive terms of office. 


SECTION 3 - Election of Directors and Officers


A slate of names of candidates for positions as Directors formulated according to ARTICLE 6 SECTION 1 will be sent to the Membership of the USCAP no less than 60 days before the annual meeting.  The election results will be determined by plurality of votes by ballot and the results of the election will be ratified by the Secretary before being announced at the Annual Business Meeting.  The Vice-President, Secretary and Treasurer are nominated and elected by the Board of Directors. 


SECTION 4 - Vacancies


If the office of President shall become vacant, the President-Elect shall assume the duties of President for the remainder of the term and the Vice-President will assume both the duties of the President-Elect for the remainder of the term; such service shall not affect these individuals’ eligibility to serve for the succeeding year as well. If any office other than that of President or President-Elect shall become vacant, the Board shall fill the office by appointing an individual to fill out the remainder of the term.  Officers shall serve until their successors are elected and qualified, generally for one year.


SECTION 5 - Representatives on the IAP Council - "International Councilors"


The USCAP shall be represented on the Council of the IAP by "International Councilors" in the manner provided in the currently applicable Affiliation Agreement. These representatives, at least one of whom shall be an officer of the USCAP, shall be appointed by the USCAP Board from its own members.