Sixty individuals shall be elected by the annual General Assembly of the Association to compose the Board of Directors and hereinafter will be called the elected directors. Vacancies occurring on the Board shall be filled by election by the Board. Members include: 1) the honorary officers and all past Presidents of the Inter American Press Association, 2) all past Chairman of the Executive Committee of the Association, and all past officers of the Association, all past Chairman of the Committee on Freedom of the Press and Information, all past past Presidents and Chairmen of the Inter American Press Scholarship, Inc., provided they have served a total of at least five years in either one or more of these capacities.
At each General Assembly twenty directors shall be elected for a term of three years. Each elected director must be elected for a term of three years. Each elected director must be a qualified representative of an Active or Corporate member of the Association.
Elected members of the Board of Directors shall assume office immediately following the termination of the meeting at which they were elected, and as soon thereafter as practicable the Board shall hold a meeting for which no notice need be given at which the Board shall elect a President, two Vice Presidents, a Treasurer, a Secretary and a Chairman and members of the Executive Committee; none of the aforementioned officers has to be an elected member of the Board. The directors shall have power to fill vacancies in the Board occurring as a result of any cause between annual meetings of the members.
The Board of Directors shall hold a regular semi-annual meeting approximately six months after the annual meeting. It will also hold regular meetings, for which no notice shall be required, immediately before and after the annual meeting of the members. The place and time of the annual meeting of the members will be determined by the Board.
Special meetings of the Board and/or the Advisory Council may be called by the President or any 20 directors. Notice of all special meetings shall be given by telephone, cablegram or regular mail to each director at least 30 days before the date of the meeting.
The Board of Directors shall have the power to make all rules and regulations for conducting the business and affairs of the Association, to establish the business and affairs of the Association, to establish an office or offices as required either within or without the State of Delaware, to employ and discharge essential staff and fix compensation, and generally to do all acts and things deemed necessary for the best interests of the Association, including the fixing of dues and assessments.
The Board of Directors shall submit at each Annual Meeting a full report of the condition and finances of the Association together with a full review of its acts annually for the approval and ratification of the membership.