Section 1.   MEMBERS

a)  The Board shall consist of the four elected officers, the Immediate Past President, the Urban County Representative, Past Presidents of MACo who are serving as elected county officials, and the elected chairperson from each of the twelve regional districts specified in Article VIII.

b)  In addition to the members identified in Subsection (a), other county elected official associations approved by the Board of Directors with no fewer than 29 county members may each designate a member to serve as a voting member on the Board.

Section 2.  MEETINGS

The Board shall meet at least semi annually on a date and at a time and place set by the Board or on the call of the President.  The Board may meet upon the written request of any five members of the Board.  The request must state the purpose of the meeting and be mailed to all other Board members two weeks prior to the date for the meeting.  A majority of the voting Board shall constitute a quorum.

Section 3.  DUTIES AND RESPONSIBILITIES

The Board shall have the powers and duties to:

a)  develop the policies of the Association within the guidelines set by the voting membership;

b)  establish a central office;

c)  employ an Executive Director;

d)  remove the Executive Director at any time after allowing adequate due process;

e)  view and approve annually the Executive Director’s Staff Policy and Procedures Manual;

f)  review and approve annually a budget sufficient to meet the needs of the Association;

g)  prepare a schedule of services for members and affiliate members with recommended dues and assessments for each;

h)  present recommended dues increases and assessments, if any, to the membership for approval and adoption;

i)  at its discretion, increase the dues schedule in an amount up to the annual COLA in any one year.  Any increase above the annual COLA must be approved by the membership.

j)  authorize an annual independent audit of the Association by a firm of certified public accountants;

k)  function as the nominating committee and select candidates for the office of Second Vice President and Fiscal Officer.  No candidate can be nominated and run for two offices simultaneously.  Nominations may be made at district meetings of county commissioners and submitted to the Board;

l)  amend the approved budget by a majority vote of the Board of Directors;

m)  immediately disclose any conflict of interest prior to acting in any manner that may impinge upon their duty as a Board member.  They shall also recuse themselves from any vote or decision involving said conflict.

Section 4.  EXPENSES

The Board members and designees shall receive their necessary expenses incurred in their attendance of meetings, except for those meetings held at the annual conference or special meetings of the full membership.