ARTICLE VIII

BOARD OF TRUSTEES

8.1 Responsibility and Authority. Between sessions of the House of Delegates, the affairs of the Association shall be managed by a Board of Directors which shall be known as the Board of Trustees. It shall have authority to do and perform all acts and functions which the House of Delegates might do or perform not inconsistent with the Articles of Incorporation and Bylaws or with any action taken by the House of Delegates. The Board of Trustees shall consist of: (1) representatives of geographic Trustee Districts, as described in Section 8.2; (2) At-Large Trustees as described in Section 8.3; and (3) Ex officio Trustees, as described in Section 8.4. At least every ten years (years ending in 5) the House of Delegates, based on recommendations of the Board of Trustees, shall review and, if the House of Delegates finds it appropriate, amend the number of Trustees (which shall never be less than three, group the component societies into Trustee Districts, set the number of Trustees representing each Trustee District, and set the number of possible At-Large Trustee positions.

8.2 Trustee District Designation. The Board of Trustees shall have twenty Trustees representing geographic Trustee Districts. Each Trustee shall be designated to represent one and only one Trustee District. The Trustee Districts and number of Trustees per Trustee District are as follows:

West Metro	6
South East	4
East Metro	3
North Central	2
North East	2
South West	2
North West	1
TOTAL	20

8.3 The Board of Trustees may have up to three At-Large Trustees, to be elected as set forth in Section 5.3 above .

8.4 Additional Members. The President, President-Elect, Immediate Past-President, Secretary-Treasurer, Speaker of the House, Vice-Speaker of the House, and Chairperson of the AMA Delegation shall be additional members of the Board of Trustees with the full right to vote on all matters. The Board may designate permanent guests.

8.5 AMA Officers, Delegates and Alternate Delegates. Any member of the Association elected to serve as President, President-Elect, Immediate Past-President, Secretary-Treasurer, Vice-Speaker, Speaker or Trustee of the American Medical Association will be an ex-officio member of the Board of Trustees, but without the right to vote.

8.6 Resident and Fellow Section and Medical Student Representation. One member of the Board of Trustees shall be elected in a manner prescribed by the Board of Trustees from among resident/fellow members of the Association and another member from the medical student members of the Association. These terms shall be for one year from one Annual Meeting of the Association until the next. These Trustees may be reelected for one additional year. The Resident/Fellow Trustee and the Medical Student Trustee shall have the right to vote.

8.7 Quorum. A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of business provided that if a vacancy exists by reason of death, resignation or other, a majority of the remaining Trustees shall constitute a quorum for the purpose of filling such vacancy.

8.8 Special Meeting Determination. Special meetings of the Board of Trustees may be held at such times as the Board of Trustees may determine or upon the written request of the Chairperson of the Board of Trustees or of any three Trustees.

Written notice of the time and place of each special meeting of the Board of Trustees shall be given by the Secretary-Treasurer to each member of the Board of Trustees not less than five days prior to the time fixed therefore.

8.9 Executive Session. The Board of Trustees may, by order of the Chairperson or by the vote of a majority of its voting members present, declare an executive session. The executive session is open to only the voting members and others as may be invited to remain by the Chairperson or by a majority of its voting members.

8.10 Staff Employment. The Board of Trustees shall have authority to employ such persons, including a chief executive officer whose title shall be determined from time to time by the Board of Trustees, as it deems necessary to carry out the work of the Association.

8.11 Association Publications. The Board of Trustees shall provide and have responsibility for the publication and distribution of all proceedings and transactions of the Association and of Minnesota Medicine. It shall appoint the editor and members of the Board of Editors of Minnesota Medicine and determine the compensation to be paid to each.

8.12 Execution of Contracts. The Board of Trustees or its specific designee shall execute contracts of the Association: the Chairperson of the Board of Trustees, President, Treasurer, Chief Executive Officer. All bonds, stocks, mortgages, contracts, notes, debentures and other negotiable instruments and all other real and personal property, of every nature whatsoever, that may be owned or held by the Association may be sold, transferred or assigned, in accordance with the order of the Board of Trustees.

8.13 Supervision of Component Societies. Each Trustee shall supervise the component societies in his/her Trustee District. The Trustee shall visit the counties in the Trustee District when necessary for the following purposes:

Organizing component societies where none exist and reorganizing existing component societies as appropriate.

Inquiring into the conditions of the medical profession in such societies.
Improving and increasing the quality of services of component societies for his/her members.

8.14 Action by Signed Instrument. Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting by written action signed by all Trustees. In addition, any action, other than an action requiring member or House of Delegates’ approval, may be taken by written action signed by the number of Trustees that would be required to take the same action at a meeting of the Board of Trustees at which all Trustees were present. When written action is taken by less than all Trustees, all Trustees must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A Trustee who does not sign or consent to the written action is not liable for the action. A written action is effective when signed by the required number of Trustees, unless a different effective time is provided in the written action.

8.15 Meetings Conducted Solely Through Electronic Communication. The Board of Trustees may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given, as specified in Section 8.7 and that the quorum requirements specified in Section 8.6 are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting through a form of remote communication that is authorized by the Board of Trustees constitutes personal presence at a meeting.

8.16 Electronic Communications. The Association recognizes that authenticated electronic communications that satisfy the requirements of this Article 8 may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts.

Authenticated communications are those communications that set forth information from which the Association can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of the Association, or to an officer or agent of the Association who is authorized by the Association to receive the communication. Electronic records are records that are created, generated, sent, communicated, received or stored by electrical, digital, magnetic, wireless, optical, electromagnetic or similar technologies. Valid electronic signatures are those that are expressed through an electronic sound, symbol or process, and that are logically associated with a record and executed or adopted by a person with intent to sign the record.

8.17 Notice by Electronic Communication. Any notice to Trustees given by the Association by a form of electronic communication consented to by the Trustee to whom notice is given is effective when given. The notice is deemed given: (1) if by facsimile communication, when directed to a telephone number at which the Trustee has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Trustee has consented to receive notice; (3) if by a posting on an electronic network on which the Trustee has consented to receive notice, together with separate notice to the Trustee of the specific posting, upon the later of the posting or the giving of the separate notice; and (4) if by any other form of electronic communication by which the Trustee has consented to receive notice, when directed to the Trustee.