GAPSAC Bylaws
Article I – Name, Purpose, and Offices
The name, purposes, and offices of the Council shall be as set forth in the Constitution.
Article II – Meetings
Section 1
An Annual Meeting of the members shall be held each academic year in Georgia, either in person or if circumstances warrant, by other means as specified by the President. Special Meetings may be called by the President of the Board of Directors (Appointed representatives of each recognized association) and shall be called by the President at the request of at least two thirds of the members, for such purposes as the President, the Board, or those requesting the meeting shall specify. At least ten days written notice to each member shall be given by the Secretary for any Annual or Special Meeting. Voting on any matter to be submitted to the Members may be conducted by mail in lieu of the holding of a meeting. Matters not specified in the notice of any Special Meeting of the Directors may be considered upon a vote of two-thirds of those present.
Section 2
Notice of all meetings of the Directors, stating the time, place and (except in the case of the Annual Meeting) the purposes thereof, shall be given to each Director by the Secretary; provided, however, that no notice shall be required for any meeting if each Director is present (except to object to the meeting as unlawfully called) or waives notice thereof by a writing, whether signed before or after the meeting, which is filed with the records of the meeting. In any case it shall be deemed sufficient notice to a Director if he is sent or given notice at least five days before the meeting.
Section 3
At any meeting of the Directors, a quorum for the consideration of any questions shall consist of a three-fifths vote of the Directors then in office, but any meeting may be adjourned from time to time by a majority of the Directors present, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Each Director shall be entitled to one vote at all meetings of the Directors. When a quorum is present at any meeting, the votes of the majority of the Directors present and voting shall be requisite and sufficient for the decision of any question brought before any such meeting, except in any case where a larger vote is required by the Constitution or by these Bylaws. Voting on any matter to be submitted to the Directors may be conducted by mail in lieu of holding a meeting.
Article III Officers and Agents
Section 1
The Officers of the Council shall be a President, a Vice-President, and a Secretary/Treasurer, all of whom shall be Directors. The Council may have other officers and agents appointed by the Directors. The Officers operate as the Executive Committee.
Section 2
Officers shall be elected at the Annual Meeting of the Directors and shall hold office for a two-year term or until they die, resign, or are removed. Vacancies, however caused, may be filled at other meetings of the Directors until the next Annual Meeting.
Section 3
Subject to the Constitution and to the other provisions of these Bylaws, each Officer shall have such duties and powers as are commonly incident to the office and such duties and powers as the Directors may from time to time specify.
Section 4
Any officer may resign at any time by delivering his resignation in writing to the President or the Secretary or to a meeting of the Directors. In the case of such resignation, the organization which the officer represented shall be expected to appoint another Director in a timely manner. Also, an election shall be held as soon as possible for the purpose of electing an officer to replace the person who has resigned. The Directors at any meeting called for the purpose may remove any officer, with or without cause, by the vote of a majority of the Directors. The Directors may at any time by a vote of the majority of the Directors present and voting, terminate or modify the authority of any agent.
Section 5
The Officers and agents of the Council shall be entitled to receive such reasonable compensation for their services and such reimbursement of expenses as the Directors shall determine.
Article IV – Committees
The Directors may appoint such committees, including an Executive Committee, as the Board may deem desirable to assist and advise it in the conduct of the affairs of the Council.
Article V – Amendments
These Bylaws may be altered, amended, or repealed by vote of a majority of the Directors present and absent at any annual meeting or special meeting called for the purpose, the notice of which shall specify the subject matter of the proposed alteration, amendment, or repeal of the articles to be affected thereby.
Adopted: July 7, 1997:
Secretary – Henry Farr
Revision Adopted June 2022:
Secretary – Steve Lindquist