SLAS Board of Director's Duties & Responsibilities

General Powers, Duties and Functions

The business and affairs of the Corporation shall be conducted under the direction of, and the control and disposal of the Corporation's properties and funds shall be vested in, the Board of Directors. Without limiting the foregoing and except as otherwise provided by the Virginia Nonstock Corporation Act, the Association's Articles of Incorporation, the Board shall have the authority to: 1) establish objectives, and assign responsibilities regarding programs and activities of the Corporation; 2) initiate, formulate, and adopt statements of official policy for the Corporation; 3) request reports from any Corporation officer, body, chapter or wholly owned entities; 4) render reports to the Membership at each of their Annual Meetings; 5) establish, and alter or amend as required, rules and procedures governing the proceedings and meetings of the Board of Directors which are not inconsistent with the Articles of Incorporation and Bylaws; 6) appoint, discharge, and fix the size and responsibilities of committees of the Board of Directors and the Association; 7) employ/discharge an Executive Director to manage the daily affairs of the Association and who, in turn, shall have the authority to employ/discharge any necessary staff and independent contractors within the authority of the approved budget; and (8) carry out other duties and functions customarily incumbent upon the governing Board of Directors of a corporation, or enumerated in the Articles of Incorporation or in the Bylaws, or imposed by law.

Tenure

Directors shall serve a term of three (3) years and until their successors have been elected and qualified, or until their death, resignation, or removal, or until they are otherwise unable to fulfill an unexpired term.

Meetings of the Board of Directors

The Board of Directors shall meet at least two (2) times each year unless otherwise agreed upon by a majority vote of the Board of Directors. The meetings will be held for the purpose of transaction of such business as may come before the Board. To the extent possible, one Board meeting shall be held in conjunction with the Association's LabAutomation Meeting. Currently, the Board also meets monthly for 60 minutes via teleconference. If a Director is absent from two (2) meetings per year, unless excused, he/she shall be deemed to have resigned his/her Board seat, and shall submit a written notice of withdrawal to the Board via the Executive Director.

Compensation

The Board of Directors shall not receive compensation for their services as Board members, although reasonable expenses of Directors for attendance at Board meetings may be paid or reimbursed by the Corporation. Directors may also receive reimbursement for expenses incurred in the conduct of their responsibilities as Directors. Directors shall not be disqualified from receiving reasonable compensation for non-Director services rendered to or for the benefit of the Association in any other capacity.