I. Address
The business address of the Council shall be the address of the office of the Executive Director.

II. Meetings
The Annual General Meeting shall be held during November-December unless otherwise specified by the Board of Directors and upon its giving member schools thirty (30) days’ notice in writing.
Special meetings may be called at the discretion of the Board of Directors.

III. Quorum
A. A quorum for a Board of Directors’ Meeting shall be a majority of the members of the board.
B. At the Annual General Meeting, business shall be conducted by a majority of the members present.

IV. Procedures
A. Meetings of the Council shall be conducted according to Robert’s Rules of Order.

B. The Board of Directors shall meet at the call of the President or majority of the board.

C. Each Regional Member school shall have voting privileges at the Annual General Meeting in accordance with the following formula:
• one vote: up to 400 students
• two votes: 401 to 1000 students
• three votes: over 1000 students

D. The operating procedures of the Council shall be set forth in a Policy Manual approved by the Board of Directors.

V. Dues
Dues and all other fees are set by the Board of Directors and reviewed at the Annual General Meeting.

VI. Duties of Officers and Directors

A. President — It shall be the duty of the President (1) to preside or to arrange for presiding officers at all meetings, (2) in conjunction with the Board of Directors, to prepare programs for the Annual General Meeting of the Council, and (3) to appoint, with the approval of the Directors, all committees not otherwise provided for. He/she shall be Chair and a member of the Board of Directors, and shall call meetings of this Board whenever he/she deems it necessary, or whenever he/she is requested to do so by a majority of the members of the Board. He/she shall perform all other duties pertaining to his/her office.

B. Vice President — The Vice-President, in the absence of the President, shall perform all the duties pertaining to the office of the President, and upon the death, resignation, or disqualification of the President, shall succeed to the office of President and hold the same until the next Board Meeting. The Vice-President shall also serve as Chair of the Membership Committee.

C. Secretary — The Secretary shall keep the minutes of the Annual General Meeting and all Board meetings.

D. Treasurer — The Treasurer shall oversee the development of the annual budget as well as ensure that an annual audit is conducted and that financial transactions are conducted according to acceptable accounting standards. The Board of Directors or, by delegation, the Treasurer, may designate financial institutions with which the funds of the organization may be deposited. The Treasurer, or in his/her absence, the President, will authorize withdrawal of funds on deposit.

E. Executive Director - There shall be employed an Executive Director with duties as assigned by the Board of Directors

VII. Vacancies

In the event of a vacancy or vacancies among the officers or members of the Board of Directors, the Board of Directors may fill the vacancy or vacancies for the length of the unexpired term.

VIII. Amendments

These By-Laws may be amended or altered by majority vote of the members present and voting at the Annual General Meeting of the Council.