6.1: Composition of the Executive Committee: There shall be an Executive Committee which shall be comprised of a universally elected President, a universally elected Vice President, a universally elected Secretary, a universally elected Treasurer, and three appointed Directors of Development, Finance and Communications.
6.2: President: The President shall be the Chief Executive Officer of the Association and shall supervise the business and affairs of the Association. He/she shall execute, with any other proper Officer under whose jurisdiction such activity falls, certificates of membership, if any, leases, contracts, or other instruments which may be lawfully executed on behalf of the Association.
The President or his/her designate shall ensure that all orders, resolutions and decisions of the UNAA Council are carried out. He/she shall receive quarterly and annual reports from all members of the Executive Committee. He/she shall present the Association‘s financial and progress reports at every regular meeting of the UNAA Council.
As an ex officio, non-voting member of the UNAA Council, the President shall present an annual budget and any other proposed emergency expenditure to the UNAA Council for approval, and shall present quarterly and annual reports, including financial reports, to the UNAA Council. He/she shall be an ex officio, non-voting member of the Board of Trustees and shall report on the state of the Association to each meeting of the Board of Trustees.
The President shall have the power, in consultation with the Executive Committee and with the advice and consent of the UNAA Council, to appoint ambassadors to represent the interests of UNAA.
The President shall have the power, in consultation with the Executive Committee and in accordance with Article 12:10, to appoint a duly qualified executive assistant, with the advice and consent of the UNAA council, to assist the Executive Committee in executing their administrative responsibilities. Such executive assistant, who shall report to and work under the supervision of the Secretary of the Association, shall be paid a salary which shall be determined by the Executive Committee with the advice and consent of the UNAA Council.
6.3: Vice President: The Vice President shall be responsible for the overall advancement and development of the Association. He/she shall be responsible for developing relationships and partnerships with other organizations. He/she shall work with UNAA Council to establish and develop local chapters or other local organs of the Association.
The Vice President shall, in the absence of the President, preside at appropriate meetings. Should the President resign or otherwise be removed from office prior to the completion of his/her term, the Vice President shall assume the office of President and, with the advice and consent of the UNAA Council, shall appoint a replacement as Vice President of the Association.
The Vice President shall perform whatever duties the President may from time to time assign to him/her. The Vice President shall also be an ex officio, non-voting member of the UNAA Council.
6.4: Secretary: The Secretary shall be responsible for the day to day administration of the Association. He/she shall implement strategic programs, as approved by the Executive Committee and the UNAA Council, including organization of the Annual General Meeting and Convention.
The Secretary shall be responsible for the Association‘s records. He/she shall be responsible for overseeing the recording of the proceedings of meetings of the Executive Committee and of the Annual General Meeting of the Association. He/she shall ensure maintenance of the corporate records and the seal of the Association. He/she shall have authority to give notice required by law or by these Bylaws. He/she shall be the custodian of the Association’s books, records, contracts, seal and other documents.
The Secretary shall oversee and ensure the publication of the most up-to-date bylaws, policies, procedures and other documents of the Association. He/she may affix the corporate seal to any lawfully executed document requiring it and shall perform whatever additional duties the President or Vice President may, from time to time, assign to him/her.
In the absence of the President and the Vice President, the Secretary shall preside at appropriate meetings. Should the President and the Vice President resign or be unable to execute their offices or otherwise be removed from office prior to the completion of their term of office, the Secretary shall assume the office of President and, with the advice and consent of the UNAA Council, shall appoint replacements as Vice President and Secretary.
6.5: Treasurer: The Treasurer shall be responsible for the Association‘s finances including budgeting and fundraising. He/she shall maintain compliance standards for donors and funding sources in line with the Association‘s code of conduct and ethics and the Association‘s 501(c) (3) status, whichever is more restrictive.
The Treasurer shall receive, deposit and maintain custody of all funds and securities belonging to the Association. He/she shall disburse funds under the direction of the Executive Committee.
In the absence of the President and Vice President and Secretary, the Treasurer shall preside at appropriate meetings. Should the President and the Vice President and the Secretary resign or be unable to execute their offices or otherwise be removed from office prior to the completion of their term of office, the Treasurer shall assume the office of President and, with the advice and consent of the UNAA Council, shall appoint a replacement as Vice President, Secretary and Treasurer.
The Treasurer shall present a comprehensive audited annual financial report to the Annual General Meeting of the Association, and shall perform any other duties that the President or Vice President may from time to time assign to him/her.
6.7: Director of Finance: The Director of Finance shall be appointed by the Executive Committee with the advice and consent of the UNAA Council. He/she shall work under the direction of the Treasurer and shall lead the development and oversight of the financial affairs of the Association, including production of internal and external financial reports as required.
The Director of Finance shall perform all other duties as may be assigned to him/her, from time to time, by the Treasurer.
6.8: Director of Development: The Director of Development shall be appointed by the Executive Committee with the advice and consent of the UNAA Council. Working under the supervision of the Vice President, the Director of Development shall be responsible for developing and implementing strategies for building and enhancing relationships and partnerships with other organizations.
He/she shall perform all other duties as may be assigned to him/her, from time to time, by the Vice President of the Association.
6.9: Director of Communications: The Director of Communications shall be appointed by the Executive Committee with the advice and consent of the UNAA Council. He/she shall be responsible for developing and maintaining the UNAA brand; managing UNAA‘s web presence, including discussion forums; managing the production of all marketing and communication materials and publications; and serving as UNAA‘s spokesperson to the media and the public in line with the Bylaws, the code of conduct and as directed by the UNAA President or Vice President or the UNAA Council or the Board of Trustees.
He/she shall be responsible for maintaining state of the art commercially available information systems and services for the Association, adhering to universally acceptable regulations and standards.
The Director of Communications shall perform his/her duties under the direct oversight of the Secretary.
6.10: Immediate Past President: The Immediate Past President shall stay on as an ex officio member of the Executive Committee for the first 3 (three) months following the election of a new Executive Committee. He/ she shall advise and provide continuity between the outgoing and incoming Executive Committees.
However, the Immediate Past President may be a member of a special or ad-hoc committee of the Executive Committee and in this capacity shall have the same voting privileges as any other member of such committee.
6.11: Qualification: To be eligible for election to the Executive Committee, a person shall be a member of UNAA in good standing; shall be a resident of North America; shall fulfill all requirements that shall be determined by the Electoral Commission; and shall not have engaged in activities at any time that have undermined or had the potential to undermine the interests of the Association.
6.12: Term of Office and term limit for members of the Executive Committee: The term of office of each member of the Executive Committee shall be two [2] years. No person shall be elected to the same office on the Executive Committee more than three [3] times, and no person who has served more than one [1] year of a term to which some other person was elected to that office on the Executive Committee shall be elected to the same office more than twice.
6.13: Election: Except for the Director of Finance, the Director of Development and the Director of Communications who shall be appointed by the Executive Committee with the advice and consent of the UNAA Council, all members of the Executive Committee shall be elected by eligible Members of the Association in accordance with the rules and guidelines that shall be determined by the Electoral Commission. Elections for the Executive Committee shall be held on the weekend of the Annual General Meeting.
6.14: Time, place and frequency of Meetings:
6.14 (A): TIME AND PLACE OF MEETINGS: The Executive Committee shall determine the time and place of their regular meetings.
6.14: B): FREQUENCY OF MEETINGS: The Executive Committee shall meet at least once every month, including a minimum of two face to face meetings.
6.15: Notice of Meetings: The Secretary of the Association shall communicate to all members of the Executive Committee in writing at least seven (7) days prior to a regular meeting. Special or urgent meetings shall be called by the President or the Secretary of the Association or by any three (3) members of the Executive Committee.
6.16: Quorum: The presence of two-thirds (2/3) of the members of the Executive Committee shall constitute a quorum for purposes of conducting business. Where there is an even number of members present at a meeting, the President shall cast the tie-breaker.
6.17: Vote Required for Action: Unless otherwise required by this Constitution, the act of a simple majority of the Executive Committee at a meeting at which a quorum is present shall be the act of the full Executive Committee.
6.18: Action by the Executive Committee without a Meeting: Any action required or permitted to be taken, at any meeting of the Executive Committee, may be taken without a meeting if a written consent thereto shall have been signed by a number constituting the quorum of the Executive Committee. Such written consent shall be filed with the Secretary of the Association, along with minutes of the proceedings of the meetings of the Executive Committee. Such consent shall have the same force and effect as the regular vote of the Executive Committee.
6.19: Adjournment: A meeting of the Executive Committee, whether or not a quorum is present, may be adjourned by a majority of the Executive Committee members present. The meeting may later reconvene at a specific time and place as shall be determined by the President of the Association. At such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.
6.20: Resignation: Notice of resignation by the President of the Association shall be in writing and mailed to the Chairperson of the Board of Trustees, with copies to all members of the Executive Committee and the Speaker of the UNAA Council.
Notice of resignation by all other members of the Executive Committee shall be in writing and mailed to the President of the Association with copies to the Chairperson of the Board of Trustees and the Speaker of the UNAA Council.
6.21: Removal: The Board of Trustees shall have the power to recommend to the UNAA Council the suspension or impeachment with cause any member of the Executive Committee and to present the decision of the UNAA Council to the next Annual General Meeting for review and final disposition.
6.22: Filling Vacancies: Notification of a vacancy on the Executive Committee shall be communicated in writing by the President to the Chairperson of the Board of Trustees, the Speaker of the UNAA Council and to all the members of the Association. Vacancies arising on the Executive Committee during its term of office shall be filled by nomination by the President, with the advice and consent of the UNAA Council. An officer nominated to fill a vacancy shall serve the unexpired term of such officer‘s predecessor in office.