ARTICLE VI

BOARD OF REGENTS

Section 6.1.  Composition of the Board.

Although called the Board of Regents,; that body  shall be ICAB Board of Directors for all purposes of Illinois and any other applicable law.  The Board of Regents, insofar as is reasonably possible, shall represent the various disciplines and the diversity of specialties within ICAB.  The Board of Regents shall consist of the following:
·    the President;
·    the President-Elect;
·    the Immediate Past President;
·    the Treasurer; and
·    such number of Regents-at-Large, not exceeding five as the Board of Regents,  from time to time, creates; provided, however, that no minimum number of Regents-at-Large is required at any time.

The Executive Vice President shall serve ex-official as Secretary to the Board of Regents.

Section 6.2.  Election and Term of Regents-at-Large.  All Regents-at-Large, if any, shall be elected by the Member Organizations at the Annual Meeting.  They shall serve for one term of two years and shall be eligible for re-election (but need not be re-elected) for only one additional two-year term.

Section 6.3.  Chair and Vice-Chair of the Board of Regents.  The President then in office shall be Chair and the President-Elect then in office shall be Vice Chair of the Board of Regents.

Section 6.4.  Duties.  Except for matters specifically provided in Article IX pertaining to the Executive Vice President, the Board of Regents, in its capacity as the board of directors, shall manage ICAB business and affairs and without limiting the generality of the foregoing, the Board of Regents shall direct ICAB's activities, funds and property; establish fees, costs and dues; adopt rules and regulations for the election of members and other matters pertaining to members which are supplementary to and do not conflict with these Bylaws; designate Regents to act as liaison to standing committees; determine the publications which are to be published by ICAB; establish appropriate regional districts; establish working relationships with other organizations; establish or abolish standing and ad hoc committees and direct any and all ICAB business not otherwise provided for.

Section 6.5.   Quorum and Actions.

A majority of the Regents shall constitute a quorum for the transaction of business.  Except as provided in Section 6.9, all actions of the Board of Regents at a meeting shall be by the affirmative vote of a majority of the Regents present who may continue to do business until adjournment, notwithstanding the withdrawal of a sufficient number of Regents so as to leave less than a quorum.

Section 6.6.   Meetings.

The Board of Regents shall meet at least once each year at an annual meeting of the Board of Regents which shall be held in conjunction with the Annual Meeting of the Member Organizations at a time, date and place to be determined by the Board of Regents.  Special meetings of the Board of Regents may be called at any time by the President or upon the written request of one-third of the members of the Board of Regents.  The President shall preside at all meetings of the Board of Regents.  In the President's absence, the President-Elect shall preside.  Except for the annual meeting, meetings of the Board of Regents may be held pursuant to any method provided for in these Bylaws or by Illinois law.

Written notice of the time, date and place of a special meeting shall be given to each Regent, either personally or by sending a copy thereof by mail, in person, overnight courier, facsimile, e-mail, electronic transmission or by any other means authorized by Illinois law, charges prepaid, to the Regent's address appearing on ICAB records.  Such notice shall be given at least 48 hours prior to the time fixed for the meeting. If such notice is mailed, it shall be sent by U.S. registered or certified mail deposited in the United States mail, at least 72 hours prior to the time fixed for the meeting.  If notice is not given by the Secretary, it may be given by the President or by the Board of Regents, who may issue the call and give the notice.  Meetings of the Board of Regents shall be held at such time, date and place as is fixed, from time to time, by the Board of Regents or by the President.  In the event of failure of the Board of Regents or the President to fix such place, meetings of the Board of Regents shall be held at ICAB principal office.

Section 6.7.   Adjourned Meetings.

A quorum of the Regents may adjourn any Regents' meeting to meet again at a stated day and hour.  In the event of lack of a quorum, a majority of the Regents present may adjourn from time to time to meet again at a stated date and time prior to the time fixed for the next regular meeting of the Board.  The motion for adjournment shall be recorded in ICAB minute book.  Notice of the time and place of an adjourned meeting need not be given to any Regent if the time and place are fixed at an adjourned meeting.

Section 6.8.   Waiver of Notice.

Actions taken at any meeting of the Board of Regents, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, (a) if a quorum is present and (b) if either before or after the meeting each of the Regents not present signs a written waiver of notice or a consent to the actions of such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the Secretary.

Section 6.9.   Action By Unanimous Written Consent.

To the extent and in the manner permitted by Illinois law, actions may be taken by the Board of Regents by written consent without a meeting.

Section 6.10.   Vacancies.

If the Board of Regents creates any Regents-at-Large, when a vacancy occurs among the Regents-at-Large, the Board of Regents shall elect a person to serve for the entire unexpired term of any Regent whose vacancy is being filled.