ARTICLE VII. BOARD OF DIRECTORS
Section VII.01 General Powers. The Board of Directors shall govern the affairs of the Corporation.
Section VII.02 Members of the Board of Directors. The Board of Directors, hereinafter referred to as the Board, shall consist of four (4) officers of the Corporation (“Officers”) and five (5) additional Board members. They shall take office at the conclusion of the Annual Meeting at which they are elected. Members of the Board are either elected or appointed as provided for in these Bylaws.
Section VII.03 ICUUW Membership. Members of the Board shall maintain current membership in the Corporation throughout their tenure.
Section VII.04. International Representation. Membership of the Board shall reflect the international representation of the organization. The Board shall have representatives from at least four (4) countries.
Section VII.05 Terms. Each Director shall hold office for a term of three (3) years. Each Director may serve no more than two (2) consecutive three (3) year terms. Board members may be re-elected after a one (1) year absence from the Board.
Section VII.06 Vacancies. In the event of a vacancy, a replacement Board member shall be appointed by a majority of the remaining members of the Board and shall serve the remaining term of the Board member that is being replaced.
Section VII.07 Compensation. The Board shall not receive any stated salaries for their services as members of the Board of Directors. By resolution of the Board, any Board member may be reimbursed for reasonable expenses incurred in pursuing the work of the Corporation.
Section VII.08 Operating Procedures. The Board shall adopt Operating Procedures that include goals and day-to-day operations of the Corporation. These Operating Procedures may be amended by vote of the Board at any time; however, there shall be an annual review at the Board Meeting following the Annual Meeting.
Section VII.09. Removal of a Board Member. The Board may vote to remove a Board member who fails to fulfill their duties to the organization as per the Bylaws and Operating Policies.