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IFEDCA Board of Directors

Chairman

Bill Whitstine

Florida Canine Academy

Florida, USA

 

Louis Sorkin, B.C.E. Entsult Associates, Inc. New York, USA
Luis Arguito Pestec California, USA
James Baxter Birch Fumigators Alberta, Canada
Hank Nolin Sun K9’s

Florida, USA

Mike Rogers Killingsworth Environmental North Carolina, USA
Michael Morin Bed Bug Finders, LLC Connecticut, USA

IFEDCA BYLAWS ARTICLE III

BOARD OF DIRECTORS 

Section 1. 

a)    Board of Directors.  The Association shall be managed by a Board of Directors.  Each Director shall be at least 18 years of age and shall be a member of the Association during his directorship.  The initial Board of Directors shall consist of a minimum of seven and a maximum of seventeen persons.  Thereafter, the number of Directors constituting the entire Board shall be no less than seven.  Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the Directors.  The number of Directors may be increased or decreased by action of the Board of Directors, provided that any action by the Board of Directors to affect such increase or decrease shall require the vote of a majority of the Board of Directors.  No decrease shall shorten the term of any director the in office.

b)    The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Association, and they shall hold office for a five year period.  During the fifth year of operation, the Board of Directors will hold office until their successors have been duly elected and qualified.  Directors will be nominated by the Executive Committee Members and the Executive Committee will cause to be sent to the voting membership the slate of nominees for review and vote.  A write-in category will be included on the ballot.  All ballots will be sent to the voting membership by mail, fax or other electronic means.  Directors will be deemed duly elected with a majority of the returned ballots.  Thereafter, at each annual meeting of members, the newly elected directors shall take office and hold said office until the expiration of the term for which he/she has been elected, and until his successor has been duly elected and qualified, or until his/her prior resignation or removal as hereinafter provided.

c)    Any or all of the members of the Board of Directors may be removed with or without cause by vote of the members of the Association.  The Board of Directors may remove any director thereof for cause only.

d)    A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Association.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer.  Acceptance of such resignation shall not be necessary to make it effective.

e)    Newly-created directors or vacancies in the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office.  Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the members.  A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his/her predecessor.

f)     A regular Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the Members.  All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.

g)    No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office.

h)    Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors.  The notice of any meeting need not specify the purpose of such meeting.  The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him.

i)      The Chairman of the Board, if any, shall preside at all meetings of the Board of Director.  If there is no Chairman or in his absence, the President shall preside and, if there is no President or in his absence, any other Director chosen by the Board, shall preside.

j)      Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees.  Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law.  In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.

k)    A class of Board Members known as Honorary Board Members may be designated by the Board of Directors.  Honorary Board Members will not be true members of the Board of Directors and will be entitled only to the following privileges:  Honorary Board Members have the right to attend board meetings, by invitation; membership dues shall be waived during their term as Honorary Board Members; Honorary Board Members are entitled to discount conference fees and have the right to wear badges.  The term of membership of the Honorary Board Member may be extended or reduced by majority vote.

 

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