ARTICLE IV - Section 1 - Board of Directors

Section 2. Election of the Board,

The Board may consist of no more than fifty members elected at large through regional caucuses during the NAHT annual membership meeting, or at duly constituted regional membership meetings as specified in these By‑Laws. The newly elected Board shall take office at the first face-to-face meeting to be called by the outgoing Board no later than 90 days following the annual national membership meeting, and shall serve for one year to the first face-to-face Board of Directors meeting convened after the next annual membership meeting.

Section 3. Board of Directors Eligibility.

Only a voting member representative designated by a member organization in good standing under these By‑Laws may be elected to or serve on the Board of Directors. A member of the Board of Directors who is removed as the representative to NAHT by action of a member organization in good standing, or a Board of Directors member who is a representative of a voting member organization which is not in good standing with NAHT, shall be ineligible to serve as a Board of Directors member.

Section 4. Regional Representation.

The Board shall geographically represent the ten HUD regions. Each region may elect a minimum of one voting member organization representative from their region to the Board of Directors.

Additional seats on the Board become available as regions increase their membership of tenant organizations. For every ten new tenant organizations that join, a region receives an additional seat on the Board of Directors. Regions may have a maximum of five seats on the Board.

Section 5. Review of Decisions by the Membership.

Policy decisions made by the Board shall be subject to review and amendment by the general membership at its annual meeting. These documents will be available for review through newsletters distributed regionally or displayed at national meetings.

Section 6. Emergency Contact with the Board.

A phone tree shall be implemented to accomplish contact with board members in emergencies.

Section 7. Decisions by Majority of the Board.

Decisions of the Board will be dictated by majority rule, provided the designated quorum of
the full Board is present at a duly‑constituted meeting or polling process of the Board. All
Board members will be notified of the Board's decision.

Section 8. Powers of the Board.

The responsibilities and powers of the Board of Directors are as follows:

A. The adoption of the annual budget is subject to approval by the membership and may be adjusted by the Board.

B. To establish and operate a fundraising committee.

C. To develop and distribute a newsletter as a means of communication with the general membership.

D. To define and redefine the major legislative and policy issues that are identified by the general membership.

E. Personnel policies are the jurisdiction of the Board.

F. Contractual matters shall be administered by the Board, subject to review by the membership.

Section 9. Officers of the Board.

President. The President shall represent the Board of Directors, and shall preside at all meetings of the members and of the Board of Directors, unless the President or the Board designates another Board member to facilitate or chair a particular meeting. The President shall have all of the general powers and duties which are usually vested in the office of President of a nonprofit Corporation, and as described in Roberts Rules of Order, Revised.

Vice Presidents. The Board of Directors shall elect four Vice Presidents to represent the North, South, East and West regions of the nation. The Board shall determine the allocation of membership by these regional designations so as to approximate the geographical distribution of member organizations in good standing in NAHT.

The Vice Presidents shall take the place of the President and perform the President’s duties whenever the President is absent or unable to act. The Board shall designate a regional Vice President to act in the absence of the President on an alternate basis, so that each regional Vice President will so serve during the year. Each Vice President shall have additional responsibilities to assist the regional Board members in recruitment of new member organizations and maintenance of membership standards in the jurisdictions designated by the Board.

Secretary. The Secretary shall oversee and direct the minutes of all meetings of the Board of Directors and of the members. The Secretary shall have all of the general powers and duties which are usually vested in the office of Secretary of a nonprofit Corporation, and as described in Roberts Rules of Order, Revised. All minutes are the property of the Board. The Secretary must submit minutes for approval within 14 days of the Board meeting.

Treasurer. The Treasurer shall oversee and direct all receipts and disbursements of the Corporation, the keeping of all books and financial records of the Corporation, and the presentation of a budget to the Board of Directors. The Treasurer shall have all of the general powers and duties which are usually vested in the office of Treasurer of a nonprofit Corporation, and as described in Roberts Rules of Order, Revised.

Executive Committee. The Officers of the Board shall constitute an Executive Committee. The Executive Committee may set agendas and time lines for NAHT Board meetings and implement policies established by the Board. The Executive Committee may also convene for emergency actions subject to subsequent Board approval.

Section 10. Selection and Term of the Board.

The officers of the Board shall be selected from the Board, by the Board for a term of one year. Officers may be removed by the Board with cause by a majority vote of Board members in a duly called Board of Directors meeting with a quorum.

Section 11. Vacancies.

Vacancies on the Board, (including vacancies resulting from increases in regional membership as specified in Article IV, Section 4) may be filled (for the balance of the term, as applicable) by the membership in good standing from the region in which the vacancy has occurred at a duly‑called regional membership meeting with a quorum. The NAHT Board shall review the selection process to ensure compliance with these By‑laws.

Section 12. Removal.

Removal of Board members bv the regional membership.

At any duly called regional membership meeting with a quorum of the voting members in good standing from that region, or at a duly called regional caucus at a duly called annual or special meeting with a quorum of the national voting membership in good standing, a regional Board representative may be removed with cause by a 2/3 vote of the members present and voting. The member in question shall be not)fied, in writing, of the proposed causes for removal at least 30 days prior to the meeting convened for that purpose, and shall be provided an opportunity to be heard at that meeting.

Removal of Board members by the Board.

The Board of Directors may remove any Board member by a 2/3 vote of a Board of Directors meeting with a quorum duly called for that purpose. The Board member in question shall be notified by the Board, in writing by certified mail, of the proposed causes for removal at least 30 days prior to the face-to-face or teleconference Board of Directors meeting convened for that purpose, and shall be provided an opportunity to be heard at that meeting. The regional membership represented by the Board member in question shall be notified by the Board of the proposed causes for removal at least 30 days prior to final Board action.

Definition of Cause.

For purposes of this section, cause may consist of:

a) failure to attend two consecutive face-to-face Board of Directors meetings without good cause;