c) In all questions of parliamentary procedure, Robert's Rules of Order shall prevail. Board of Directors Sec. 10. Membership of Board of Directors. a) Except as otherwise provided, nominees for election to the Board of Directors shall be members of the Council. When, however, in the judgment of the Nominating Committee, the best interests of the Council would be advanced by making exceptions to this general principle, exceptions may be made. b) Subject to the provisions of Section 10(d) of the Constitution any vacancy on the Board of Directors as a whole may be filled until the next Annual Council Meeting through election by the Board of Directors as a whole. Sec. 11. Regular Meetings of Board of Directors. a) The Board of Directors elected at each Annual Council Meeting shall hold its first regular meeting on the following day and in the same city as the Annual Council Meeting, and shall hold its second regular meeting on such date in April, May or June of the next year and at such place as shall be determined by the Board of Directors as a whole. b) At least five days prior to the first regular meeting of the Board of Directors to be held on the day following the Annual Council Meeting, the Secretary shall mail notice of such Board meeting to every member of the Board of Directors whose term of office as director does not expire before such Board meeting and to each person nomi. nated to be elected a director at the immediately preceding Annual Council Meeting. The Secretary shall mail notices of every subsequent regular meeting of the Board of Directors as a whole to all Board members at least fifteen days in advance thereof. Sec. 12. Special Meetings of the Board of Directors. a) Special meetings of the Board of Di rectors as a whole shall be called by the Chairman of the Board or upon written demand of at least ten Board members served upon the Secretary. Such call shall state the object and the time of the meeting. All special meetings of the Board of Directors as a whole shall take place in Chicago unless the call of the Chairman of the Board sets another place or the Board of Directors as a whole determines otherwise. b) The Secretary shall notify members of special meetings, by mail or telegraph, stating the time, place, and object of the meeting. No special meeting shall take place less than ten days after notices have been mailed or five days after they have been telegraphed. c) No action shall be taken at a special meeting other than that named in the call or demand. Sec. 13. Standing Committees of the Board of Directors. a) There shall be the following Standing Committees of the Board of Directors approval of the Board of Directors, (2) Membership; (3) Public Relations and Information; (4) Research; and (5) Production. b) Each such Standing Committee shall be under the chairmanship of the VicePresident elected for its respective functional area, and shall consist of four or more other members appointed by the Chairman of the Board and con firmed by the Board of Directors as a whole and who shall serve during the term of the Chairman of the Board who appoints them and until their successors are appointed and qualify. c) Standing Committees shall carry out their responsibilities to the Board of Directors as a whole through the Executive Committee. A majority of any such Standing Committee shall constitute a quorum. Sec. 14. Executive Committee. A majority of the Executive Committee shall constitute a quorum. Sec. 15. Other Committees of the Board of Directors. a) Each committee of the Board of Directors, except the Executive Committee, the Standing Committees and the Nominating Committee, shall consist of three or more Board members appointed by the Chairman of the Board who shall also name the chairman of such committee. Such appointments, and the designation of the chairman of such committee, shall be confirmed by the Board of Directors. Unless sooner disqualified, such committeemen shall serve during the term of the Chairman of the Board who appoints them, until the committee is discharged of its responsibilities by resolution of the Board of Directors, or until successors are appointed. b) Such a committee of the Board of Directors shall consider and report to the Board of Directors through the Executive Committee on matters referred to it by the Chairman of the Board and may propose action by the Board of Directors on matters within its scope. c) A majority of any such committee of the Board of Directors shall constitute a quorum. Sec. 16. Waiver of Notice. Whenever any notice is required to be given under the Constitution, the By-Laws or otherwise in connection with any meeting of the Board of Directors or any committee of the Board, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Committees of the Council Sec. 17. Committees of the Council. The Board of Directors as a whole may create Council committees whose members and chairmen shall be appointed by the Chairman of the Board of Directors and confirmed by the Board of Directors as a whole. At least one member of each such committee shall be a member of the Board of Directors, but persons who are not Council members may be invited to serve. Committee members shall serve on Council committees until the next Annual Meeting or until the committee is discharged by the Board of Directors as a whole. Each such committee shall undertake the activities called for in the resolution creating it and report to the Board of Direc tors as a whole through the Executive Committee. Officers Sec. 18. Elections. A slate of elective officers, as follows, shall be prepared by the Nominating Committee and presented at the Annual Council Meeting. a) Chairman of the Board of Directors. b) President. c) Vice-President for Finance. f) Vice-President for Industry. j) Vice-President for Schools and Colleges. k) Vice-President for Public Information. 1) Vice-President for Women. m) Vice-President for Labor. n) Vice-President for Motor Transporta tion. o) Vice-President for Research. p) Vice-President for Production. q) Vice-President for Youth Activities. r) Vice-President for Religious Leaders. s) Secretary. t) Treasurer. Sec. 19. Duties of the Chairman of the Board of Directors. The Chairman of the Board of Directors shall: a) Preside at meetings of the Board. b) Perform the other duties commonly associated with the position of Chairman. c) Serve as Chairman of the Executive Committee of the Board of Directors and preside at meetings of the Committee. d) Carry out such other duties as may be prescribed in the Constitution and ByLaws. Sec. 20. Vice-Chairman of the Board of Directors. The Board of Directors as a whole shall choose a Vice-Chairman from among their number, who shall succeed to the office of Chairman in case the elected Chairman is unable to serve due to death, resignation, or other reason. Sec. 21. Duties of the President. The President shall be the Chief Executive Officer, and shall be responsible to the Executive Committee. He shall: a) Represent the Council officially in public affairs, and promote public support for Council programs. b) Serve as liaison between the Executive Committee and the Trustees, and perform appropriate duties as requested by both groups. c) Preside at meetings of the Council, and call special meetings when necessary. d) Be in charge of the business affairs and property of the corporation. e) Develop and implement plans and pro grams to further the Council's purposes. f) Employ and direct a staff to assist him in performing his duties. g) Perform other appropriate duties as requested by the Executive Committee. Sec. 22. Duties of Vice-Presidents. An elective Vice-President shall: a) Present to the Board of Directors activities and needs in the field he repre sents. b) Serve as liaison between the Board of Directors and the Conference, or Standing Committee established in his field of activity. c) Represent the Council in public affairs, at the request of the President. Sec. 23. Duties of the Secretary. The Secretary shall: a) Keep minutes of Council meetings, record the number of votes represented at each meeting, and distribute minutes to Council members. b) Act as Secretary, and keep minutes and an attendance record of meetings, of the Board of Directors and the Executive Committee thereof, and distribute the minutes to Board and Committee members, respectively. c) Supervise the verification of credentials of Council members and their representatives at Council meetings, determine the validity of votes cast by proxy, and when necessary appoint tellers and supervise their work. d) Receive and file minutes of meetings of Trustees, the Standing Committees of the Board of Directors, the Conferences, and the Executive Committees of Sections. e) Maintain official lists of the members of the Council, the Trustees, the Board of Directors and the Executive Committee and the Standing Committees thereof, the Conferences, the Executive Committees of Sections, and the Officers of the foregoing groups. f) Receive calls, resolutions, petitions or demands for special Council and special Board meetings, and notify members of the Council, and of the Board of Directors and the Executive Committee thereof of regular and special meetings. Receive the reports of the Nominating Committee and other nominations and publish these to the members. Announce proposed changes in the Constitution or By-Laws and publish all changes adopted in the manner required to make them effective. g) Record all resolutions of the Council, and the Board of Directors and the Executive Committee thereof, and bring them to the attention of the proper persons or organizations. Sec. 24. Duties of the Treasurer. The Treasurer shall: a) Receive and disburse funds in accordance with the instructions of the Board of Directors. b) Report on the receipts and disbursements of the Council and on its assets and liabilities. c) Keep the Council's funds in the deposi tory named by the Board of Directors. d) Sign checks for authorized disbursements or delegate this duty to some one else approved by the Board of Directors. e) Supervise the auditing of the Council's books. Sec. 25. Duties of the Executive VicePresident. The Executive Vice-President shall be responsible to the President. He shall direct Council operations in those areas assigned by the President and perform other appropriate duties as requested by the President. Sec. 26. Appointive Officers. a) The Board of Directors as a whole may create such additional appointive offices as it deems advisable. b) Except as otherwise provided, the Board of Directors as a whole may prescribe the method of appointment, filling of vacancies, and the duties of all appointive officers whose appointment is not required by the Constitution to be made by the Board of Directors as a whole. Sec. 27. General Duties of Officers. a) Duties of any officers which are not specifically set forth in the By-Laws shall be determined as may be prescribed by the Board of Directors as a whole. b) Except as otherwise provided, all officers shall carry out their responsibilities to the Council and the Board of Directors through the Executive Committee. Conferences Sec. 28. Conferences. a) There shall be a Conference for each of the following broad fields of activity: (1) Industry (2) Traffic (3) Home (4) Farm (5) School and College (6) Public Information (7) State and Local Safety Organizations (to be known as Chapter Conference) (8) Labor (9) Women (10) Motor Transportation (12) Religious Leaders b) The Board of Directors as a whole may establish Conferences for other fields of activity. c) Each Vice-President who is responsible for a field of activity in which a Conference is established shall serve as liaison between that Conference and the Board of Directors. d) As required by the Board of Directors from time to time, each Conference shall present periodically to the Board of Directors, for its approval, a statement of its current procedures governing the activities of such Conference and of the Sections assigned to it. Sec. 29. Membership of Chapter Conference. Membership of the Chapter Conference shall consist of State and local safety organizations chartered by the National Safety Council in the manner prescribed in the Constitution and By-Laws, and in good standing. Each such organization may designate not more than two persons to serve as its representatives on the Conference. Sec. 30. Membership of Other Confer ences. Subject to the approval by the Board of Directors of the periodic statement required to be submitted by each Conference, each Conference except the Chapter Conference shall consist of the following: a) The Chairman and the Vice-Chairman of those Sections, if any, which are assigned to the Conference by action of the Board of Directors, as a whole. If any Section has more than one ViceChairman, its representatives shall be the Chairman and the First Vice-Chair man. b) Not more than 100 other persons, appointed by the liaison Vice-President, and approved by the Board of Directors. Appointments to Conferences shall be for the period ending with the next Annual Council Meeting. Each Conference may suggest to the liaison Vice-President persons to be added to its membership during the year or to be appointed for the following year. Sec. 31. Meetings of Conferences. Each Conference shall hold its annual meeting in the week during which and in the city where the Annual Council Meeting is held. Other meetings shall be held upon call of its Chairman, or upon written request of the majority of the Conference Executive Committee. Sec. 32. Officers and Committees of Conferences. Each Conference shall elect, at its annual meeting, a Chairman, one or more Vice-Chairmen, and other officers if deemed necessary. An appropriate staff representative, named by the President, shall serve as Secretary of each Conference, without vote. The Chairman of a Conference may name appropriate committees, with the approval of the Conference. Sec. 33. Representation of Conferences on the Board of Directors, as a whole. a) Each Conference shall be represented on the Board of Directors, as a whole, by representatives of the Conference, who shall be elected in the manner prescribed in the Constitution. b) Each Conference shall, at least one hundred days before the date of the Annual Council Meeting, choose those to be recommended to the Nominating Committee of the Board for nomination as members of the Board of Directors, as a whole. Each Conference shall determine the procedure for selecting its recommended representatives, and shall report such procedure and the persons selected to the Council's Secretary for transmission to the Nominating Committee. Sections Sec. 34. Organization of Sections. a) A Section shall consist of persons whose common purposes, service or occupational background, together with a common method of operation, are conducive to a cohesive and coordinated effort in accident prevention. The Conference to which a Section is assigned shall have authority as to the general qualifications for membership in such Section, subject to approval by the Board of Directors. b) Each section shall hold its annual meeting in the week during which and in the city where the Annual Council Meeting is held. Other meetings shall be held upon call of its Chairman, or upon written request of the majority of the Section Executive Committee. c) At its annual meeting each section shall elect a Chairman, one or more ViceChairmen, a Secretary, and others who, with these officers, shall be the Section Executive Committee for the ensuing year. They shall take office when their election is reported to the Council's Secretary, and hold it while qualified and until new officers and committeemen take office. Vacancies among section officers shall be filled by the Executive Committee of the section. d) The Chairman of the Executive Committee of a section may appoint subcommittees of the section as necessary. Sec. 35. Activities of Sections. Sections shall undertake to facilitate the exchange |