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Article IV - CMS4S Council

Section 1. General Powers

The business and affairs of CMS4S shall be managed by the CMS4S Council, who shall function as a board of directors for this nonprofit corporation. The Council Executive Committees shall have authority to make operational, management and policy decisions on behalf of the Council between meetings of the Council in accordance with these By-laws.

Section 2. Members and Terms

  1. The CMS4S Council shall consist of not less than three (3) nor more than fifteen (15) members. The number of members of the Council shall be determined by the Council from time to time.
  2. The term of office for members of the Council shall be three years. Members of the Council may serve no more than two consecutive terms but may be re-elected after an absence of at least one year thereafter. (also see Article IV, Section 3)
  3. The immediate past Chair of the CMS4S Council whose membership on the Council otherwise would have come to an end shall be a member of the Council until such time as there is a new immediate past Chair.

Section 3. Election of Regional Council Members

The Registrants in each CMS4S Region shall, through procedures established by the Council, elect one person every three years to membership on the CMS4S Council, to serve for a term of three years. The boundaries of CMS4S Regions shall be established by the Council so as to align political, social or geographic groups of Registrants with similar interests that will help to advance the purposes and goals of CMS4S. The boundaries of the Regions may be adjusted from time to time at the discretion of the Council.

Section 4. Vacancies

A vacancy occurring on the Council may be filled by a majority of the remaining Council members, and the Council member so elected shall serve the unexpired term of the Council member replaced thereby.

Section 5. Removal

Council members may be removed from office with or without cause by a vote of a majority of the Council members. In the event any Council member is so removed, a replacement Council member to serve the remainder of the term may be elected at the same meeting. If the Council member removed was elected by a CMS4S Region, the replacement member shall be from the same Region.

Section 6. Chair

There shall be a Chair of the Council who shall be elected by the Council members from their number at every other Annual Meeting (in even numbered years) of the Council. The term of office of the Chair of the Council shall be two years. The Chair is not eligible for re-election until the individual has been out of the Chair's position for one year. The Chair shall preside at all meetings of the Council thereafter and perform such other duties as may be directed by the Council.

Section 7. Special Meetings

Special meetings of the Council may be called by or at the request of the Chair, at the request of any two Council members, or at the request of one Council member and the Executive Director of EnviroCert International, Inc, who shall also be the Executive Director of this Corporation. Such meetings may be held either within or without the State of North Carolina.

Section 8. Notice of Meetings

  1. All meetings shall be held with advance notice of at least seven (7) days, such notice to be provided by any usual means of communication, which may include mail, fax or e-mail. Such notice need not specify the purpose for which the meeting is being called.
  2. Attendance by a Council Member at a meeting shall constitute a waiver of any deficiency in the notice of such meeting, except where a Council Member attends a meeting for the express purpose of objecting to the transaction of any business therein transacted, but only if the Council Member does not further participate in any additional discussion or action in connection therewith.

Section 9. Informal Action by Council

Action taken by a majority of the Council without a meeting is nevertheless Council action if written consent to the action in question is signed by all the Council members and filed with the minutes of the proceedings of the Council, whether done before or after the action so taken.

Section 10. Quorum

A majority of the Council Members shall constitute a quorum for the transaction of business.

Section 11. Voting

Whenever a quorum is present at the time a vote is taken, the affirmative of the majority of Council Members present shall be the act of the Council. A Council Member who is present at a meeting when action is taken is deemed to have assented to the action unless the Council Member objects at the beginning of the meeting as provided herein, unless such Council Member's dissent or abstention is entered in the minutes.

Section 12. Meeting by Telephone Conference Call

A special meeting of the Council may take place by means of telephone conference call, provided all notice requirements are satisfied and provided all Council members can participate simultaneously during the course of the meeting.

Section 13. Ex-Officio Members

The following persons shall be ex-0fficio members of the CMS4S Council and shall thereby be allowed to attend and speak at meetings of the Council but shall not have a vote on matters brought before the Council: Past Chairs of the Council who are no longer in the category of being the immediate past Chair of the Council, and the Executive Director of EnviroCert International, Inc., who shall be the Executive Director of CMS4S, Inc.

Section 14. Rules of Order

The rules contained in the most recent edition of Robert's Rules of Order, Revised, shall govern all meetings of the Board of Directors unless there is a specific provision provided to the contrary within these By-laws.

Section 15. Compensation

Because this is a 501(c)(6) non-profit corporation, no Council members may be compensated for their services, although they may be reimbursed for travel expenses in connection with attending meetings of the Council or other meetings for official corporation matters. The basis for and amounts of reimbursement shall be developed by the Council and shall be recorded in the Financial Policies and Procedures Handbook of EnviroCert International, Inc., the central organization for this Corporation and for the other subordinate affiliated non-profit corporations.

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