ARTICLE XII – NATIONAL DIRECTORS
Section 1. Status and Authority
The two (2) National Directors shall be members of the State Board of Directors and shall have all rights, duties, and responsibilities of directors under the Idaho Nonprofit Corporation Act.
National Directors shall represent BCHI in its affiliation with the Back Country Horsemen of America and shall act in the best interests of the Corporation in accordance with their fiduciary duties of care, loyalty, and obedience to law.
Section 2. Representation
National Directors shall:
a. Serve as the official voting representatives of BCHI at national meetings and conventions.
b. Represent positions adopted by the delegates or State Board of Directors.
c. Provide regular written and oral reports to the State Board and to the membership at the Annual Convention.
National Directors shall not bind the Corporation beyond authority granted by the Board.
Section 3. Election and Term
National Directors shall be elected by the delegates at the Annual Convention.
Each National Director shall serve a term of two (2) years.
The two (2) National Director positions shall be elected in alternate years to provide continuity.
Terms of office shall commence at the close of the next Annual Convention of the Back Country Horsemen of America (BCHA) following their election and shall continue until a successor is elected and qualified, unless earlier removed or resigned.
No National Director may serve more than two (2) consecutive full terms in the same office.
Section 4. Resignation
A National Director may resign at any time by delivering written notice to the President or Secretary.
The resignation shall be effective upon delivery unless a later effective date is specified.
Section 5. Removal
In accordance with the Idaho Nonprofit Corporation Act:
1) A National Director elected by the delegates may be removed, with or without cause, by the delegates.
2) The State Board of Directors may remove a National Director only if the director was elected by the Board to fill a vacancy, unless otherwise permitted by statute.
3) Removal procedures shall comply with statutory notice and quorum requirements.
Section 6. Vacancies
If a vacancy occurs in the office of National Director before expiration of the term:
1) The State Board of Directors may fill the vacancy unless these Bylaws reserve that authority to the delegates.
2) A director elected to fill a vacancy shall serve for the unexpired portion of the term.
Service of more than one-half (½) of a term shall be considered a full term for purposes of term limits.
Section 7. Standard of Conduct
National Directors shall discharge their duties:
In good faith;
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
In a manner reasonably believed to be in the best interests of the Corporation.