The Board of Directors shall manage the affairs of the Corporation.
The number of Directors shall be 5. Directors must be residents of the United States of America and members of the Corporation. Each director elected first time shall serve for a term of either 1 year or 2 years, so that every other director’s term shall extend 1 year and the Board will have only 3 vacancies at the completion of the first year.
The executive committee shall prepare a nominating slate and shall present it at the annual meeting. At any meeting at which the election of a director occurs, a voting member in good standing may nominate a person from the floor with the second of any other voting member in good standing.
A person who meets any qualification requirements to be a director and who has been duly nominated may be elected as a director. Directors shall be elected by the vote of the majority of the membership of the Corporation at the annual meeting of the members.
Any vacancy occurring in the Board of Directors, and any director position to be filled due to any increase in the number of directors, shall be filled by the Board of Directors. A vacancy shall be filled by the a f f irmative vote of majority of the remaining directors, even if it is less than quorum of the Board of Directors, or if is a sole remaining director. A director elected to fill a vacancy shall be elected for the un expired term of the predecessor in office.

The annual meeting of the directors will be held at the annual meeting of the American College of Allergy & Immunology or the American Academy of Allergy and Immunology. The annual meeting of the Board of Directors may be held without notice other than these Bylaws. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as the annual meeting of the members.
The Board of Directors may provide for regular meetings by resolution stating the time and place of meetings. The meetings may be held at any location agreeable to majority of the directors and normally shall coincide with the annual meetings of the American College of Allergy & Immunology of the American Academy of Allergy, Asthma & Immunology. No notice of regular meetings of the Board of Directors stating the time and place of the meetings.
Special meetings of the Board of Directors may be called by or at the request of the president or the request of 608 of the directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within the United States of America as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required by these Bylaws.

Written or printed notice of any special meeting of the Board of Directors shall be delivered to each director not less than 15 days before the date of the meeting. The notice shall state the place, day and time of the meeting, the name of the person who called the meeting, and the purpose or purposes for which the meeting is called.
A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.
Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. Directors shall act as fiduciaries with respect to the interests of the members. In acting in their official capacity as directors of the Corporation, directors shall act in good faith and take actions they reasonably believe to be in the best interest of the Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they reasonably believe would be opposed to the Corporation’s best interests or would be unlawful. A director acts in good faith relying on written financial statements and legal opinions provided by the accountant or attorney retained by the Corporation.
The Board of Directors shall attempt to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the Bylaws. A director who presents at a meeting and obtains from a vote is not considered to be present and voting for the purpose of determining the decision of the Board of Directors.

A director may vote by proxy.

Directors shall not receive salaries for their services. The Board of Directors may adopt a resolution providing for payment to directors of a fixed sum and expense for attendance at each meeting of the Board of Directors. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director shall be commensurate with the services performed and reasonable in amount.
The members may vote to remove a director at any time, only for good cause. A meeting to consider the removal of director may be called and noticed following the procedures set forth in the Bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the director shall have the right to be represented by the attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of a majority of the members.