Article 11: Board of Directors

The Board of Directors is composed of 15 to 20 active members who are elected for a term of three years. A third of the Board of Directors is elected every year. Positions for election are drawn at random the first and second years. In case of vacancy of a position, the Board temporarily appoints an individual until the next General Assembly meeting, at which point a permanent replacement is found. The duties of members thus elected are terminated at the end of the replaced person’s term. The Board of Directors reserves the right to relieve one of its members of his or her duties in the case of repetitive, non-excused absences of that member.

Article 12:

Officers The Board of Directors elects seven of its members as the following officers:

· President

· Two vice-presidents

· Secretary, assistant secretary

· Treasurer, assistant treasurer

Article 13:

Meetings of the Board of Directors The Board of Directors meets at least twice a year upon convocation of the President, or upon the demand of no less than a quarter of the members of the Board. Decisions are made by the voting majority; in case of a tied vote, the president’s vote will decide the matter. Resolutions are only valid when made in the presence of two-thirds of the members of the Board of Directors. Minutes of Board of Director’s meetings are preserved in a special register and are signed by the President and Secretary.

Article 14:

Duties of the Board of Directors The Board of Directors is invested with extended powers in order to execute all functions not addressed by the general Assembly. It oversees the officers’ management of the association and may demand detailed accounts. It establishes the agenda for General Assemblies. It finalizes the results of the fiscal year and project budgets to be submitted to the Assembly. The primary responsibility of the Board of Directors is to define and carry out association missions in accordance with the charter and articles of association and to outline the parameters of the partnership efforts as concerns healthcare centers and the use of resources. The Board of Directors accepts to inform the Besançon prefect within three months time of any changes in its internal administration, and to present upon request him or one of his representative with its registers and accounts.

Article 15: Duties of the Officers

The President:

· Convenes meetings of the General Assembly and Board of Directors.

· Represents the Association within the community, and to this effect is invested with the corresponding prerogatives.

· Represents the Association in legal matters, and may instigate prosecution by or defense of the Association in a court of law.

· Is replaced by one of the Vice-Presidents in case of absence or sickness; in the case of the inability of either Vice-President to act as replacement, another member of the Board of Directors will be designated as replacement by this same body.

The Secretary:

· Is in charge of correspondence, archives, and all other written communication relating to the Association’s operations.

· Takes minutes for meetings and assemblies. · Keeps a special register, in accordance with Article 5 of the 1 July 1901 Association Law and Articles 6 and 31 of the 16 August 1901 Act.

· Ensures the execution of the formalities stipulated in said articles.

The Treasurer:

· Manages, under the supervision of the President, the Association’s assets and monies.

· In case of disagreement between the Treasurer and President, the Board of Directors will convene to make a decision.

· Is responsible for the accuracy and appearance of monetary transactions in the account books.

· Presents an annual accounting report to the General Assembly, which then passes approval for the transactions of that fiscal year.