Board of Directors
A. The governing body of IPCA shall be the Board of Directors.
B. The Board shall establish those policies and procedures needed to carry out the purposes defined in Article 2. It shall establish and modify, as needed the Constitution, subject to the ratification procedure defined in Article Nine. It shall establish and modify, as needed the Bylaws, Rules of Procedure, Certification/Accreditation Criteria and other policies of IPCA. It shall establish the annual budget and member assessment formula and in all other ways maintain responsibility for the well being of the Institute.
C. The Board shall be comprised of individuals who serve as officers (Article Six), representatives of the Member Societies, and representatives of the public.
D. Terms of service and conditions of service to the Institute shall be set by the Board. Should a vacancy occur during a term of service, the Member Society or Associate Member Society shall be responsible for selecting another Director or Associate Director to complete the term. Filling a vacancy in a Public Directors term of is the responsibility of the Board.
E. Directors are selected and appointed by the separate Member Societies, with each society having at least one but not more than three Directors. The number of additional Directors, above the minimum number for each Member Society, depends on the number of certified and or accredited programs for which the Society is responsible according to a formula created by the Board. The founding Member Societies The Loss Prevention Foundation and the International Foundation for Protection Officers shall be entitled to the maximum number of Directors allowed under the Constitution of the Institute.
F. Public Directors are individuals of trust and responsibility in their communities who are not otherwise affiliated with the specific professions represented by IPCA. They enjoy all the privileges of governance including voting. The Public Directors are elected by the Board and serve at the will of the board. The board will determine how many such are necessary to carry out the needs of the foundation and the qualifications required for appointment.
G. An Associate Member Representative is selected and appointed by each of the separate Associate Member Societies. Associate Member Representatives enjoy the full privileges of debate and discussion within the Board but are without vote.
H. A quorum of the Board exists at a meeting when there is a majority of voting Directors present, and a majority of the Member Societies are represented by one or more Director(s). The Board will establish and follow rules for voting.
I. The Board shall schedule meetings to conduct its business. Additional meetings may be called by the President or by at least two Member Societies acting through their Directors. All scheduled meetings will follow an established agenda that will be promulgated according to rules set by the Board. Methods for dealing with exceptions to the agenda shall be set by the Board.
J. Actions of the Board will be noted in an official record that will be made publicly available and sent to each Member and Associate Member Society. The Board will promulgate reports annually that (1) detail accomplishments of IPCA, (2) provide a financial statement, and (3) provide a budget for the coming year..