Article 6 

Executive Board 

    Section 1.  The Executive Board shall consist of the President, Vice President, Recording Secretary, First Business Representative/Financial Secretary-Treasurer, the Business Manager, four Trustees, and Sub-Primary Delegates.  The Executive Board is the primary governing body of this Local.  Except as may be otherwise provided in the International Constitution or this Constitution and By-Laws, the Executive Board is authorized to conduct and manage all of the affairs of this Local; to manage, invest, contribute, use, borrow, and acquire Local funds and property in furtherance of the objectives of the International Union and this Local and for the benefit of the membership of this Local; and to do all acts not expressly authorized herein which are necessary or proper in implementation of the responsibilities and duties of the Executive Board, for the protection of the Local, and for the benefit of the Local and its members.  Unless otherwise specifically required by the International Constitution or this Constitution and By-Laws, the Executive Board may take any and all action relating to the governance of this Local.  Any action of the Executive Board is subject to the approval of the membership by a majority vote of the members voting at the next regular membership meeting. 

    Section 2.  The Executive Board shall not have the authority to bind the Local for services to be rendered to the Local, such as, but not limited to, agents and employees of the Local, legal, accounting, consulting, public relations, and similar services, by contract, agreement, or otherwise, beyond the expiration of the term of the Executive Board in office at the time such action is taken. 

    Section 3.  The Local Executive Board shall have the duty to investigate any alleged breach of fiduciary duty when circumstances so warrant and to take appropriate action if the investigation so merits. 

    Section 4.  The regular meeting of the Executive Board shall be held on the first Thursday of each month beginning at 5:30 P.M. at the Local office. Special meetings of the Executive Board may be called by the Chairman or four members of the Board. 

    Section 5.  The number that is the majority of the current total Executive Board members shall constitute the number required to obtain a quorum of the Executive Board.  The action of the majority of the Executive Board present at a meeting at which a quorum is present shall be the action of the Board.  All members present at Executive Board meetings must record their vote on every motion submitted, unless they are disqualified or abstain from voting for good cause.  Failure to record a vote by a Board member as set forth above shall constitute an absence from the meeting. 

    Section 6.  As to all matters requiring action by the Local Executive Board, and when the Executive Board is not in formal session, the Executive Board may act by special meeting or telephone conference call.  Such action so taken by the majority of the members of the Executive Board shall constitute action of the Board as though the Board were in formal session; provided, however, any such action shall be confirmed at the next formal session of the Executive Board. 

    Section 7.  All permanent vacancies on the Executive Board except Sub-Primary Delegates shall be filled by appointment by the remaining members of the Board and shall be effective until the next election of officers.  The Executive Board shall also have the authority to fill temporary vacancies should the need arise.  Permanent and temporary vacancies involving Sub-Primary Delegates shall be filled by the remaining members of the Board after consulting with the Sub-Primary membership. However, when the vacancy is in a full-time paid office with more than one year left in the term, the vacancy shall be filled in accordance with the nomination and election procedure set forth in Article 11. 

      Section 8. A Sub-Primary having twenty (20) or more members shall be entitled to one Sub-Primary Delegate on the Executive Board. Sub-Primary Delegates shall be elected pursuant to Article 11.

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Last modified: 08/11/08