9.01 Powers 
The affairs of the Regional Society shall be governed and managed by a Board of Directors duly elected by the Regional Society membership.  Directors must be voting members.  In accordance with policies and procedures promulgated by SGNA, the Board shall have full authority to interpret and implement all the provisions of these Bylaws.  All interpretations of the Bylaws shall be b three-fourths (3/4ths) vote of the entire Board and shall be final and conclusive. 

9.02 Duties 
9.021  Perform all duties entrusted to Directors of a Corporation; 
9.022  In accordance with policies and procedures promulgated by SGNA, develop and abide by the Bylaws and Policies of the Regional Society; 
9.023  In accordance with policies and procedures promulgated by SGNA, supervise and direct the business and financial affairs of the Regional Society; 
9.024  In accordance with policies and procedures promulgated be SGNA, set all fees payable to the Regional Society; 
9.025  In accordance with policies and procedures promulgated by SGNA, develop, monitor and evaluate programs which further the Mission and Strategic Goals of the regional Society; 
9.026  Identify relevant professional issues for educational presentation to the Regional Society membership; 
9.027  Retain management and staff services (if applicable) as needed in accordance with policies and procedures; 
9.028  Appoint President and President-Elect as Delegate and Alternate Delegate for the SGNA House or in their absence appoint two other representatives;  Prepare and submit annual charter documentation as required by policies and procedures of SGNA. 

9.03 Number 
The Regional Society shall have seven (7) directors.  The directors shall be of two kinds:  ex-officio and appointed.  Directors shall serve their respective terms of office and shall continue in office until their successors have been duly elected. 

9.031 Ex-officio Directors: 
The President, President-Elect, Secretary, Treasurer (or Secretary/Treasurer if applicable), Immediate Past President, and Delegate and Alternate Delegate to the SGNA house of Delegates Committee shall, by virtue of their offices, serve as Regional Society directors (with vote) wile they continue in such offices. 

9.032  Directors Appointed: 
The remaining two (2) directors shall be appointed by the President and they will be the Program chair and Membership chair. 

9.04 Meetings 
9.041 Annual Meeting: 
The annual meeting of the Board of Directors shall be held without any notice, other than this Bylaw, immediately before and at the same place as the annual membership meeting of the members. 

9.042 Special Meetings 
Special meetings of the Board of Directors may be called by the President, or shall be called at the request of one fourth (1/4th) of the directors.  Special meetings shall be held at such place and time as the President shall determine.  Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram to each director at the address as shown by the records of the Regional Society.  Such meetings shall be conducted in accordance with policies and procedures approved by the Board of Directors. 

9.043 Regular Meetings: 
Regular meetings of the Board of directors shall be convened in accordance with established policies and procedures. 

9.044 Guests 
The President may invite guests in accordance with policies and procedures approved by the Board of Directors to attend meetings of the directors but without vote. 

9.05 Quorum 
A majority of the Board of directors in office shall constitute a quorum for the transaction of business at any meeting of the Board. 

9.06 Voting 
Each member of the Board of Directors shall gave only one vote as director.  No proxy voting shall be valid.  Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the Board of Directors present and voting at any duly constituted meeting of the Board shall be sufficient to authorize andy act by the Board of Directors. 

9.07 Waiver of Notice 
Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting ot the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws. 

9.08 Vacancies 
Vacancies occurring among Directors shall be filled by a majority vote of all of the remaining directors.  A director elected by the Board of Directors to fill such a vacancy shall serve for the unexpired term of the predecessor in office.