BOARD OF DIRECTORS
Section 1. Qualifications: Only a Regular or Sustaining Member of the Association, or a natural Associate member, i.e., any person who is an Associate member of the Association, or the chief executive officer or his or her designee of any firm or company that is an Associate member of the Association, whose dues are paid at the time of election shall be qualified to be nominated and elected as Member of the Board of Directors.
Section 2. Number of members: The Board of Directors shall consist of no more than twenty-six (26) members who shall include
(a) the four (4) officers,
(b) the immediate past president,
(c) the Director of the Missouri State Public Defender System (or his or her designee), if qualified pursuant to Article XIII, Section 2,
(d) fifteen (15) regular directors, at least two (2) of whom shall be under the age of 36 at the time of their election,
(e) no more than three (3) senior emeritus board members nominated by the Board of Directors who shall have served no less than tweleve (12) years on the board before being elected, and
(f) no more than two (2) associate members.
In addition, any authorized representative of MACDL recognized by NACDL, or any NACDL board member residing in Missouri who meets the qualifications pursuant to Section 1 of this Article shall be an ex officio member of the Board of Directors.
Section 3. Powers: The Board of Directors shall manage the business and affairs of the Association.
Section 4. Regular, Senior Emeritus, and Associate Members of the Board of Directors shall be elected at the annual meeting of the Association to three (3) year terms.
Section 5. Absence: A director shall not accept office unless he intends to attend all meetings constitutionally called, absent illness, personal problems or official court business. In any event, that person shall be officially excused by the President or his designee forty-eight (48) hours before his required attendance. Failure to be officially excused twice during a term of office may constitute grounds for forfeiture of office, in which case the unexpired term shall be filled by majority vote of the Board of Directors at the next lawfully called meeting.
Section 6. Quorum: In order to transact the business of the Association, a quorum must present at each meeting of the Board of Directors. A quorum shall be defined as a majority of the officers and Board members.
Section 7. Organization: The President of the Association shall serve as chairman of the meetings of the Board of Directors. In the absence of the President, the Vice President shall chair such meetings.
Section 8. Procedure: The Board of Directors may act at meetings or by mail addressed to the Executive Secretary of the Association.
Section 9. Meetings: The Board of Directors shall meet annually, and at such other times and places designated by the President.
Section 10. Vacancies: A vacancy on the Board of Directors, caused by death, resignation or removal of the person elected thereto, may be filled by majority vote of the Board of Directors. Each person so elected shall hold office until the next annual meeting of the Association, at which meeting said vacancy shall be filled by majority vote of the members of the Association. A director elected at such annual meeting to fill a vacancy shall be elected for the unexpired term of the director whose death, disability, resignation or removal caused such vacancy.
Section 11. Removal: Except for Section 5 of this Article, a director or officer may be removed only for cause by a vote calling for such removal by a three-quarters (3/4) majority of the Board of Directors.