Proposed Amendments to the Rules - Results

 

 
1) Proposal to authorise “electronic Board meetings” Number of eligible voters: 

12,451

Votes cast by post or fax:

745

Votes cast online:

1,942

Total number of votes cast:

2,687

Turnout:

21.6%

Number of votes found to be invalid:

183

Number of abstentions:

269

Total number of valid votes to be counted:

2,235



Result

Number voting in favour of the amendment ............. 2,135 (95.5% of valid vote)

Number voting against the amendment ................... 100 (4.5% of valid vote)




2) Proposal to enable an extension to the balloting period prior to the despatch of ballots

Number of eligible voters:

12,451

Votes cast by post or fax:

745

Votes cast online:

1,942

Total number of votes cast:

2,687

Turnout:

21.6%

Number of votes found to be invalid:

191

Number of abstentions:

488

Total number of valid votes to be counted:

2,008



Result

Number voting in favour of the amendment ............. 1,703 (84.8% of valid vote)

Number voting against the amendment ................... 305 (15.2% of valid vote)





1)       Proposal to authorise “electronic Board meetings”

The IPA’s Rules stipulate that there should normally be two “in person” Board meetings per year – ie, with a physical gathering together of Board members.

It is not proposed to change the current pattern of two in-person Board meetings each year, but this rule change would enable the Board to decide at any time in the future that it wished to do so, as well as giving it the option to hold, e.g., an emergency Board meeting at short notice through electronic means, which would be both more economical and easier to arrange. It may also make it easier for all Board members to participate (e.g. if someone is unable to be absent from their home country for the travelling time as well as the meeting time, they could join the meeting sessions electronically).

The benefits of this change are:

a) Enabling non-contentious decisions to be made between Board meetings

Currently, the Board retains to itself most decision-making powers, delegating only limited powers to the Officers or to the Executive Committee. This sometimes means that relatively minor decisions must wait for a meeting of the Board before they can be taken. By introducing the Rule changes proposed here, routine, non-contentious or uncomplicated business could be put to the Board between meetings and, provided there is agreement, the decision would be made as if by a full meeting of the Board.

b) Enabling committee appointments (except to the Executive Committee) to be made between Board meetings

The IPA mainly works through its committees: it is essential that committees are fully staffed, with proper representation from, e.g. all regions. If a committee member retires or resigns during their term of office it can take a considerable amount of time before a replacement can be put in place.

The proposed Rule change should lead to a much faster process for appointing committee members by enabling the Board to approve appointments (other than to the Executive Committee) between meetings

 

A safeguard is built-in to the proposed Rule: if one-third of the Board object to the proposed business then it will be held over until the next in-person Board meeting.

 

2) Proposal to enable an extension to the balloting period prior to the despatch of ballots.

The Rules currently dictate that the ballots for the elections will be sent out by the end of February of the Congress year and the deadline for voting is May 31st of that same year.  It is proposed that the Board will be allowed to extend that voting period should the need arise.  However this can only be done prior to the despatch of the ballots.

These proposed changes will require amendments to the Rules.  To see how the amendments would be made please click here

As required by the Rules, Dr. Gunther Perdigao, IPA Secretary General, distributed information on these proposed changes to the IPA Membership on 20th December 2012.  Dr. Perdigao’s summary of members’ views on these proposals, received before the deadline of 25th January follows:

“12 Members were in support of the introduction of electronic Board meetings, but one of those members wondered why restrictions on what could be voted on in this way were necessary.  3 Members stated that there should be a strict requirement for the Board to have at least two in person Board meetings per year.  1 Member was concerned that there would not be enough opportunity for Board debate prior to voting, in particular regarding Committee appointments.  1 Member warned that the voting system should be as simple as possible to avoid confusion.  7 Members were in support of the inclusion of a provision to extend the deadline for voting in the elections, prior to the balloting period.”

Please find a copy of the proposed Rule change below in your IPA language.

Please note that in accordance with Rule 12E.1, the English-language version of these Rules is the official version.


Additions to the current Rules are underlined

 

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:

  1. routine, non-controversial or uncomplicated business as determined by the President;
  2. 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:

  1. 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;
  2. the business shall be stated in clear language accompanied by whatever documents are necessary for an informed debate by Electronic Means;
  3. 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;
  4. 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;
  5. 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;
  6. 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;

  1. 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;
  2. 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:

  1. 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;
  2. the Directors shall vote on the list without discussion or debate;
  3. 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;
  4. 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;
  5. 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;
  6. 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;
  7. 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;

  1. 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;
  2. 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.

 


Rule 9. ELECTIONS TO AND HOLDING OFFICE

 

Section A. Elected Organisational Officers: Terms.

 

(1)     Terms of Elective Office. The President and Vice President shall be elected as a team. The President (with Vice President), Representatives and Treasurer shall serve terms of two (2) years. However, the outgoing Treasurer may, if requested by the President or Board, serve as a non-voting member of Board and an advisor to the incoming Treasurer for up to one year.

 

(2)     Criteria for President and Treasurer.

a. Geographic. The positions of President (with Vice President) and Treasurer shall be rotated every four years among the IPA’s three Geographical Areas, in the following order: North America, then Europe, then Latin America, then North America, etc.

b. IPA Membership. Each candidate for President, Vice President, President-Elect, Vice President-Electand Treasurer must be an IPA Member through a Component Society or the Regional Association (except with the Board’s express waiver – per Rule 9B(1)h).

 

Section B. Nomination, Election and Tenure of Organisational Officers and Representatives.

 

(1)     Nominations of candidates for President (with Vice President), President-Elect (with Vice President-Elect), Treasurer, and Representatives.

All provisions of this subsection B(1) shall be carried out pursuant to rules, limits and procedures in the Procedural Code that shall be adopted, and from time to time may be modified, by the Board. Potential nominees for the offices of President (with Vice President), President-Elect (with Vice President-Elect), Treasurer and Representatives may be suggested by Component Societies, by the Regional Association or any of its Affiliate Societies, or from at least ten (10) IPA Members. Nominations for President must include the nomination of a Vice President as they are voted upon as a team.

a.            Regional Nominating Committees.

 (i)     The Vice President (or designee) shall, by timely notice, direct the Presidents of the Constituent Organisations in each Geographical Area, after consulting the members of their Societies, to select a Regional Nominating Committee of five (5) IPA Members in that Geographical Area and send their names, addresses, and telephone numbers and other contacts to the Vice President; and

 

 (ii)    Each Regional Nominating Committee shall choose one among them to serve as Chair and shall nominate those IPA Members it judges best qualified for the seven (7) Representatives to the Board, subject to criteria in the Procedural Code. Nominees shall be allocated to ensure a representation from a cross-section of Constituent Organisations and countries.

b.       Central Nominating Committee. Each Regional Nominating Committee shall appoint two (2) of its members to serve on the Central Nominating Committee. The six (6) members of the Central Nominating Committee shall choose one among them to serve as Chair. The Central Nominating Committee shall nominate those IPA Members it judges best qualified for each position subject to rules and limits in the Procedural Code. If the incumbent President or Treasurer is standing for re-election, the Central Nominating Committee may nominate only the incumbent.

c.       Criteria for nomination. Nominees for IPA office must (i) be professionally respected, (ii) have demonstrable leadership abilities, (iii) have experience working in and with the IPA, (iv) not have contravened any of the criteria for the removal and replacement of Organisational Officers in Rule 9, Section C(2)a, (v) commit themselves to work for the IPA and attend its Business Meetings, and (vi) not have served on any IPA Nominating Committee since the last IPA elections. A candidate’s false statement of qualification shall be grounds for removal from the ballot by the Board or a committee it designates.

d.       Nominating Committee Slate. The slate of Nominating Committee nominees shall be distributed by Survey Method or mail to all IPA Members by 30 September of the year before the Congress.

e.       Nominations by Petition of IPA Members. A candidate for President with Vice President, President-Elect with Vice President-Elect or Treasurer may be nominated by a written petition of at least 150 IPA Members (50 from each Geographical Area). A candidate for Representative may be nominated by a written petition of at least 100 IPA Members from the respective Geographic Area (with not more than 50 from any Constituent Organisation or, in the case of the Regional Association, of any of its Affiliate Societies). Nominations by petition must be accompanied by the written consent of the nominee and actually received by the Vice President by the end of November of the year preceding a Congress.

f.       Nominee consent to run/serve. Before a nomination becomes valid, the nominee must consent (or nominees in the case of the President and Vice-President) in a timely manner in writing to run and, if elected, serve the IPA as provided in these Rules. No person may consent to be nominated for more than one office in a given election.

g.       Ballot distribution. The final slate of candidates (nominees) will be prepared and the official ballot will be dispatched directly to all IPA Members in good standing, together with brief and objective information about each candidate, by the end of February of the Congress year.

h.       Candidate eligibility. Except with the Board’s express waiver, a member of a Provisional Society or Study Group, who is not a member of a Component Society or the Regional Association, is not eligible to run for or hold IPA elected office.

 

(2)     President, Vice President and President-Elect and Vice President-Elect.

a.       The President and Vice President may stand for re-election for a second two (2) year term if such term is within the quadrennium allocated to the President’s and Vice President’s Geographical Area.

b.       At the end of the first two (2) year term of the presidential quadrennium of a given Geographical Area, candidates for the office of President-Elect and Vice President-Elect will be nominated. The person elected shall serve as President-Elect and Vice President-Elect. The President-Elect shall succeed to the Presidency and the Vice President-Elect to the Vice Presidency at the close of the following Business Meeting.

 

(3)     Voting for Organisational Officers and Representatives.

a.       Voting. The President, Vice President, President-Elect, Vice President-Elect and Treasurer shall be elected by the whole IPA        Membership. The seven (7) Representatives from each Geographical Area shall be elected by the IPA Members in that area.

b.       Balloting Deadlines. All ballots received by May 31 of the Congress year, or such earlier date as the Board may establish if it adopts an electronic balloting system (“the Balloting Deadline”), shall be counted. The Balloting Deadline may be extended [prior to the commencement of the balloting period] by the Board if, in the Board’s reasonable opinion, there are special circumstances which make it appropriate to do so.

c.       Electing President, Vice President, President-Elect, Vice President-Elect and Treasurer.

(i)      When two (2) presidential teams or candidates for Treasurer are nominated a simple majority of the votes cast shall decide.

(ii)     When three or more presidential teams or candidates for Treasurer are nominated each IPA Member shall be provided with a ballot permitting (and describing) Preferential Voting, which will be employed to determine election. Under the system of Single Transferable Vote, also known as Preferential Voting, the elector is required to enter the figure 1 against the name of the candidate or presidential team to whom first preference is given. The elector may then, in addition, enter the figures 2, 3 and so on, against the names of any other candidates or presidential teams, in order of preference. After progressive elimination of candidates with the lowest number of votes, election is achieved when a candidate acquires more votes than the total votes of the remaining contenders. The details of this system are set out in “Regulations for the Election of One Person By Means of the Single Transferable Vote,” Electoral Reform Society, which shall be reproduced on each ballot to which it is pertinent.

d.       Electing Representatives. Each IPA Member may vote for up to seven (7) candidates for Representative from that IPA Member’s Geographical Area. To achieve diversity of representation, the Board may adopt (and shall record in the Procedural Code) rules and limits on the number of Representatives electable from Constituent Organisations and/or countries in any or all Geographical Areas. Subject to any such Board adopted rules and limits, those candidates who receive the most votes will be elected.

e.       Announcement of Election Results. Election results will be announced promptly by Survey Method and in the IPA Newsletter and Business Meeting.

 

(4)     Tenure of office.


a.      Terms. Newly elected Representatives and Organisational Officers take office at the close of the Business Meeting following their election (or appointment) and serve for two (2) years. Their terms end (unless duly re-elected or re-appointed) at the close of the following Business Meeting.

b.      Term Limits. An elected Organisational Officer or Representative shall be eligible to serve only two (2) full consecutive terms in the same office, except to the extent that a President-Elect and Vice President – Elect has assumed the Presidency before the beginning of the term to which elected.

 

Section C. Organisational Officers: Voluntary Status, Removal, and Replacement.

 

(1)     Organisational Officers as Volunteers. Organisational Officers, listed above, are the IPA’s elected and appointed leaders and serve as volunteers. An Organisational Officer’s expenses in serving the IPA may be paid or reimbursed by order of the Board.

 

(2)     Removal and Replacement of Organisational Officers.

a.       Removal of Organisational Officer. By a vote of two-thirds of its Entire Voting Membership, the Board may remove or suspend from office an Organisational Officer or Representative upon finding, after a review of the pertinent facts and affording the Organisational Officer or Representative an opportunity to present his or her position, that the Organisational Officer or Representative cannot or should not continue to serve because of mental, physical or professional incapacity, malfeasance, illegal or unethical conduct, or chronic neglect of official responsibilities. If an Organisational Officer’s available time for IPA affairs is inconsistent with the Board’s reasonable expectations or requirements, the Board may, by a vote of two-thirds of the Entire Voting Membership, relieve or reassign that Organisational Officer’s responsibilities, or replace or suspend the Organisational Officer, permanently or temporarily.

b.       Replacement of President. If the President dies, resigns, becomes incapacitated or is removed, a President-Elect who has held that position for at least twelve (12) months will assume the position of President. Otherwise, the Board (by a majority of the Board’s Entire Voting Membership) shall elect an Interim President from among those current voting members of the Board who are from the Geographical Area as then applies to the presidency. The Board shall decide whether to hold a special election, wait until the next scheduled election, or wait until the President-Elect has been in office at least twelve (12) months.

c.       Replacement of Treasurer. If the Treasurer dies, resigns, becomes incapacitated or is removed, the President, with the Board’s approval, shall appoint a voting member of the Board from the same Geographical Area as the prior Treasurer to hold this office until a new Treasurer is elected and takes office.

d.       Replacement of Vice President. If the Vice President dies, resigns or is removed, the President, after consulting the other members of the Board, shall appoint a replacement Vice President.

e.       Replacement of Representatives. Any vacant Representative position may be filled by Presidential appointment of an IPA Member, from the same Geographical Area, with the approval of the Board.