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, Vice President, twenty-one Representatives (seven (7) from each Geographical Area) and the Treasurer, all elected by IPA Membership ballot.
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 meetings of the Board each year. These meetings, and any additional meetings, may be called by the Board, the President or by written petition to the Vice President 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 Vice President (or designee) to all Board members.
(6) Board meetings may be held in person or by telephone conference call or by a comparable (and legally valid) communication means. Subject to these Rules, Board members participate in a Board meeting, or part of a Board meeting, when:
a. the meeting has been called and takes place in accordance with these Rules; and
b. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(7) In determining whether Board members are participating in a Board meeting, it is irrelevant where the Board member is, nor is the medium of communication they use relevant.
(8) If all the Board members participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
(9) 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.
(10) Polling to Achieve Majority or More of the Board’s Entire Voting Membership Following a Meeting. 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 (9), such majority may be obtained by the Vice President (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.
(11) Electronic Decisions of the Board. An Electronic Decision is a decision of a majority of the Board’s Entire Voting Membership, taken in accordance with these Rules, where communications can take place through Electronic Means.
(12) An Electronic Decision can only be taken with regard to:
a. routine, non-controversial or uncomplicated business as determined by the President;
b. appointment of members to Committees other than the Executive Committee.
(13) The President shall not put forward any business to the Board for a decision to be taken as an Electronic Decision where the business is highly consequential, complicated or controversial. This Rule 7A.13 shall not apply to decisions taken with regard to the appointment of members to Committees in accordance with Rule 7A.12(b).”
(14) Where one-third of the Board object to an Electronic Decision being taken with regard to a matter under Rule 7A.12(a) and this has been communicated to the President, then such an Electronic Decision cannot be taken and any such decision shall be invalid and ineffectual. This Rule 7A.14 shall not apply to decisions taken with regard to the appointment of members to Committees other than the Executive Committee.
(15) A decision with regard to matters under Rule 7A.12(a) which is made in accordance with these Rules shall be as valid and effectual as if it had been passed at a Board meeting duly convened and held, provided the following conditions are complied with:
a. the business to be determined by an Electronic Decision has been sent to the President by the primary mover and by a second and the President will distribute it to the Board;
b. the business shall be stated in clear language accompanied by whatever documents are necessary for an informed debate by Electronic Means;
c. a reasonable period for discussion and debate by Electronic Means shall precede the Electronic Decision (the “Discussion Period”). This Discussion Period shall be no less than 14 days, which may be extended to a maximum of 28 days at the discretion of the President. The Discussion Period shall be determined by the President;
d. on the day after the Discussion Period has ended the Directors shall vote on the decision by connecting to a secure section of the IPA website that is set up to record each Director’s vote in a manner that is transparent and allows each Director to follow the voting of every other Director, including any other rules prescribed by the Directors from time to time (a “Prescribed Electronic Site”). The period for voting shall be no less than 14 days, which may be extended to a maximum of 28 days at the discretion of the President (the “Voting Period”). The Voting Period shall be determined by the President. The Voting Period may terminate earlier if the majority has been achieved;
e. for the avoidance of doubt, the quorum is satisfied upon the Directors being connected to a Prescribed Electronic Site and the number of votes cast, including abstentions, equals 13 or more;
f. in determining the votes, the following rules shall apply:
(ii) “Yes” votes shall be counted as “Yes” votes;
(iii) “No” votes shall be counted as “No” votes;
(iv) Abstentions shall be counted as “Abstentions”;
(v) Non-responses shall be counted as absences from the meeting;
g. following receipt of responses from the Directors, the President must communicate to the Board (by any means) whether the resolution has been formally approved by the Directors in accordance with these Rules;
h. the date of the decision shall be the date of the communication from the President confirming formal approval and the President must ensure a minute of the decision is prepared.
(16) A decision with regard to matters under Rule 7A.12(b) which is made in accordance with these Rules shall be as valid and effectual as if it had been passed at a Board meeting duly convened and held, provided the following conditions are complied with:
a. The President shall submit to the Board at any time a list of proposed appointment(s) to the Committees other than the Executive Committee with accompanying biographical sketches of proposed appointees;
b. the Directors shall vote on the list without discussion or debate;
c. any Director has the right to remove a name on the list if they consider that the appointment should not be made in accordance with these Rules;
d. where a name is removed from the list the President can replace a nominee. A reasonable period for discussion and debate by Electronic Means shall precede the Electronic Decision only with regard to the replaced nominee (the “Replacement Nominee Discussion Period”). This Replacement Nominee Discussion Period shall be no less than 14 days, which may be extended to a maximum of 28 days at the discretion of the President. The Replacement Nominee Discussion Period shall be determined by the President;
e. on the day after the Replacement Nominee Discussion Period has ended or where Rule 7A.16(d) is not applicable 14 days after the President has submitted a list of proposed appointments the Directors shall vote on the proposed appointment(s) by connecting to a Prescribed Electronic Site. The period for voting shall be no less than 14 days, which may be extended to a maximum of 28 days at the discretion of the President (the “Voting Period”). The Voting Period shall be determined by the President. The Voting Period may terminate earlier if the majority has been achieved;
f. for the avoidance of doubt, the quorum is satisfied upon the Directors being connected to a Prescribed Electronic Site and the number of votes cast, including abstentions, equals 13 or more;
g. in determining the votes, the following rules shall apply:
(ii) FOR to agree appointments;
(iii) AGAINST to vote against the appointments;
(iv) ABSTENTION to record an abstention;
h. following receipt of responses from the Directors, the President must communicate to Board (by any means) whether the resolution has been formally approved by the Directors in accordance with this these Rules;
i. the date of the decision shall be the date of the communication from the President confirming formal approval and the President must ensure a minute of the decision is prepared.
(17) 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.
(18) 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.
(19) 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, Vice President , 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 Executive Director 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) an Executive Director, 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 Vice President ’s supervision.