ARTICLE V. Board of Directors
Section 1. Authority
The governing body of the Chapter is the Board of Directors, which has authority and is responsible for governance of the Chapter.
Section 2. Composition
The Board of Directors shall consist of four (4) Directors, the Chief Delegate, the chair of each of the five (5) Districts, and the Executive Committee which includes the: President, Vice President, Secretary, Treasurer, one (1) annually elected representative of the District chairs and two (2) non-voting members: Past President and President Elect.
A student/new professional who is less than 5 years out of college will be elected annually and serve for 2 years: year 1 as mentee and year 2 as voting member of the Board of Directors. They may serve 2 consecutive terms, provided the term does not exceed 5 years of being out of college. This student/new professional will liaison with all students within the State of Missouri and the New professional Special Interest Group to help facilitate active involvement and early growth needs are met by the Chapter.
Section 3. The Elected Officers of the Chapter and Duties
The elected officers of the Chapter are a President, Vice President, Secretary, and Treasurer. The Board of Directors also includes the four (4) elected Directors, the Chief Delegate and elected Chair of each District. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors and indicated in the procedure manual of the chapter. In general, the duties of the officers shall be to carry out the mandates and policies of the Chapter as determined by the membership and have full power and complete authority to perform all acts and transact all business for and on behalf of the Chapter subject to the provisions of these Bylaws, the Bylaws of the Association, and all resolutions and enactments of the membership. In addition:
A. President: presides at meetings of the voting members and of the Board of Directors.
B. Vice President: acts in place of the President when the President is not available.
C. Secretary: is responsible for minutes of the meetings of the voting membership and of the Board of Directors as well as for overseeing the maintenance of records of the Chapter.
D. Treasurer: is the financial officer of the Chapter.
E. Directors: Each Director will be assigned roles related to committees and actions of the Board as needed for success of the Chapter.
F. District Chairs: Each District Chair will preside at all District level meetings and act as the liaison to the Chapter for District issues.
Section 4. Qualifications
Only members of the Chapter as provided for in the Association bylaws, Article III, Section 2, subparagraph C, and who have consented to serve, shall be eligible for election to office.
Physical Therapist Assistants may hold office subject to the limitations specified in the Association bylaws.
Section 5. Election and Term of Office

A. An election by the membership is held annually to choose new members of the Board of Directors. All Officers and Directors shall serve a three (3) year term or until the election and assumption of office by their successors. They may serve two (2) successive terms.
B. All Officers and Directors assume their duties immediately following the meeting at which they were elected, except for the President Elect, who assumes the office of President one (1) year following his/her election and the Chief Delegate who will assume office on January 1 after their election.
C. The President elect shall become familiar with the functions of the Chapter prior to taking office. He/she shall attend all Board of Directors and Executive Committee meetings, but has no voting power at these. He/she shall become President following the annual business meeting one (1) year after his/her election.Section 6. Resignations and Removals
A Director or Officer may resign by providing written notice to the Board of Directors. A Director or Officer may be removed with or without cause by a vote of the membership. Further, if a Director or Officer resigns or is expelled from Chapter membership, such director shall automatically cease to serve as director of the Chapter.
Section 7. Vacancy
If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board.
A. If the vacant position is the President, the Vice President shall assume the position. If the Vice President is unable to assume the role of President, the Executive Committee shall appoint a President.
B. If the vacant position is the President-Elect, a special election at the next membership meeting will occur to fill this position.
C. All other vacant positions are filled by appointment from the Executive Committee with approval from the majority of the Board.
Section 8. Meetings and Actions of the Board
A. The Board of Directors meets at least annually at the times and places designated by the Board.
1. Notice of meetings is given pursuant to policies established by the Board or as otherwise required by applicable state law.

2. A majority of voting Directors forms a quorum, and a majority of votes is required to carry an action where a quorum is present, unless otherwise required by these bylaws or applicable state law. Proxy voting is not permitted.
3. At the discretion of the Board, meetings may be held virtually or decisions may be made by the Board electronically to the fullest extent allowed by law.

B. Board duties include:
1. Appoint a finance committee to audit the Treasurer’s accounts on odd numbered years: and approve an accountant to audit the Treasurer’s accounts on even numbered years.
2. Create, appoint, and direct the activities of the standing and special committees, except the Nominating Committee and Ethics Committee.
3. Direct the activities of the Districts in so far as to:
i. Determine the allocation of Chapter funds to Districts.
ii. Act on application for the creation of new Districts.
iii. Approve territorial jurisdiction and policies of Districts.
iv. Dissolve a District, which fails to comply with Chapter bylaws and policies.
4. Ensure the Chapter complies with all standards as set forth in the bylaws of the Association and the policy statements of the Association’s House of Delegates.
C. All Officers will prepare a written report to the Chapter membership in advance of the annual business meeting. Each Officer will educate membership on their respective role as an officer, achievements in the past year, and goals for the current year. This report will be emailed to members a week in advance of the annual business meeting. Electronic copies may be available on site. The annual report of all officers of the Chapter shall be filed with the secretary to become a permanent record of the Chapter.