Rule 7: Management: Board of Representatives

Section A. Board of Representatives

(1) Authority and Tenure. The IPA is managed by its Board of Representatives (“Board”) and, under the Board’s and its Executive Committee’s supervision, by its Organisational Officers. Newly elected Representatives and Organisational Officers shall take office at the close of the Business Meeting following their election.

(2) Operating Rules. The Board adopts and modifies IPA Criteria and establishes rules, procedures and policies for its, and the IPA’s, operations, all of which must be consistent with these Rules, and any Binding Resolutions adopted by IPA Members.

(3) Procedural Code. The contents of the Procedural Code, as defined in Rule 3, Section L, shall be made available to all Constituent Organisations, members of the Board, and committee chairs or co-chairs, and to other IPA Members on request.

(4) Composition of the Board.

a. Voting Members. The Board’s voting members are the President, twenty-one Representatives (seven (7) from each Geographical Area) and the Treasurer, all elected by IPA Membership ballot, plus the appointed Secretary General.

b. Non-voting Members. Any Honorary Officers of the IPA shall be non-voting members of the Board. The President-Elect and Vice President-Elect shall be non-voting members of the Board.

(5) Meetings and Actions of the Board. There shall normally be two in person meetings of the Board each year. Additional meetings, in-person or by telephone conference call or by a comparable (and legally valid) communication means, may be called by the Board, the President or by written petition to the Secretary General signed by a majority of the Board’s Entire Voting Membership. Notice of each Board meeting, in writing (including telefax and electronic mail) and designed to be received at least thirty (30) days before the meeting if reasonably possible, shall be given by the Secretary General (or designee) to all Board members.

(6) Quorum; Majority Vote. A majority of the Board’s Entire Voting Membership shall constitute a quorum. When a quorum is present at a duly called Board meeting, all actions shall be by vote of a majority of those present unless otherwise required by these Rules or by law.

(7) Polling to Achieve Majority or More of the Board’s Entire Voting Membership. Whenever any law or provision of these Rules requires the vote or approval of a majority or more of the Board’s Entire Voting Membership and such action or resolution has been approved pursuant to the preceding subsection (6), such majority may be obtained by the Secretary General (or designee) polling all non-attending members of the Board in writing (including telefax and electronic mail) and securing sufficient written approval(s) (including telefax or electronic mail) to constitute the requisite majority.

(8) Responsibilities of Representatives. Twenty-one (21) Representatives shall serve as voting members of the Board, seven (7) from each of the three Geographical Areas. Subject to Board-adopted procedures, which shall appear in the Procedural Code, each Representative shall perform duties assigned or delegated by the President or the Board, including reporting to IPA Members and Constituent Organisations in the Representative’s Geographical Area.

(9) Nonvoting Members of the Board. Honorary Officers, the President-Elect and Vice President - Elect may be requested to discharge IPA duties by the President or Board.

(10) Conflicts of Interest. Each member of the Board shall (a) fully disclose to the Board any and all actual and apparent conflicts of interest regarding a matter that comes before the Board or otherwise materially affects the IPA’s assets or affairs (including, without limitation, conflicts deriving from material financial, family, or organisational interests), (b) provide such relevant information as the Board requires to evaluate the conflict and take pertinent action, (c) be disqualified from voting (and participating in discussions, if so requested by the Board) on any matter involving a conflict, if so voted by the Board, and (d) abide by all laws, provisions of the Articles of Association, these Rules, and rules and decisions pertaining to conflicts, in general or particular, adopted by the Board or by the Business Meeting. Except if disqualified by law, the Articles of Association, these Rules, Business Meeting resolution, or Board resolution or action under this paragraph, or if the Board member chooses to be excused from discussing or voting on a particular matter, each voting member of the Board present at a Board meeting is entitled to vote on all matters coming before the Board.

Section B. Executive Committee of the Board.

(1) Composition. The Executive Committee of the Board consists of the President, Secretary General, Treasurer and three Representatives (one (1) from each Geographical Area). These three Representatives are elected by the Board to serve, at the Board’s pleasure, terms of up to two years, a maximum of two consecutive terms. The duration of these terms must match the terms for which they were elected to serve as Representatives on the Board. Pursuant to Board-adopted rules and policies, the Executive Committee may invite the President-Elect and/or Vice President-Elect to attend Executive Committee meetings without vote. The Director General shall participate, without vote, in all Executive Committee meetings except when the Executive Committee meets in executive session.

(2) Authority. Subject to applicable rules, procedures, restrictions, resolutions, and requirements of the Board or of these Rules, the Executive Committee (i) acts on the Board’s behalf between Board meetings and (ii) by vote of two-thirds of its Entire Voting Membership, after seeking advice from all of the Board’s voting members may adopt or modify IPA policy. The Board, at its next meeting, shall review Executive Committee minutes and may modify, reject or ratify any Executive Committee action.

(3) Meetings. The Executive Committee shall hold at least eight meetings within each twelve month period. A quorum is two-thirds of the Executive Committee’s Entire Voting Membership. Meetings may be in person or by telephone conference call or by a comparable (and legally valid) communication means.

(4) Minutes. Minutes shall be distributed to all members of the Board within ten (10) business days after each Executive Committee meeting, except when the Board specifies otherwise.

Section C. Honorary Officers. The Business Meeting, on recommendation of the Board, may elect an Honorary President and one or more Honorary Vice-Presidents to hold office for up to life.

Section D. Surveys of IPA Membership. The Board may from time to time communicate information or gauge IPA Member preferences on important or potentially divisive issues by surveying the IPA Members by Survey Method. The mechanisms, methods, and goals for surveys shall be developed by the Board in light of pertinent financial, technological, staff, and time considerations.

Section E. Corporate Officers. The Board from time to time may designate one or more IPA employees, consultants or agents as Corporate Officers who shall serve at the pleasure of the Board. Corporate Officers are not Board members and have no governance authority, but may exercise ministerial authority in managing the IPA’s affairs, pursuant to these Rules, the Procedural Code, and pertinent resolutions, budgets, directives, rules and restrictions of the Board. In the Board’s discretion, these Corporate officers may (but need not) include:

(1) a Director General, who may serve as the IPA’s chief administrator or chief operating officer, and whose supervision shall be by the President or the President’s designee(s); and/or

(2) a Corporate Secretary and one or more Assistant Corporate Secretaries, who may execute corporate instruments and resolutions and maintain corporate records under the Secretary General’s supervision.