Board of Trustees

I. QUALIFICATIONS OF MEMBERS AND STRUCTURE OF THE BOARD OF TRUSTEES

A. There shall be at least seven Trustees on the Board of Trustees, no more than 50% of whom shall be physician representatives. The Board of Trustees shall contain, at a minimum, designees with the following credentials:

1. All members of the Board of Trustees, excluding physicians, public members, or "At Large" consumers, must hold an active credential administered by Cardiovascular Credentialing International.

2. A minimum of one designee from each societal member (sponsor) of the corporation. The corporation proposes to have a minimum of five (5) societal representatives on the Board.

3. A minimum of one Member at Large.

4. A maximum of five (5) physician representatives. All may be elected "At-Large", but should come from sponsoring organizations when possible.

5. The Chairperson for each of the Exam Committees, with the exception of the certification/entry level exams, which will have one representative. There must be a minimum of four (4) exam committee representatives on the Board.

6. A minimum of one designee from each administrative sponsor. The corporation proposes to have a minimum of one administrative representative on the Board.

7. The Immediate Past President of the corporation.

8. A minimum of one (1) public member.

9. In addition, each designee must be confirmed as having met the qualifications by the then seated Board of Trustees. Minimum levels will be maintained through Board appointments for those positions not filled by sponsors.

II. TERM OF OFFICE

A. Appointment terms shall be for the following time durations:

1. Societal representatives - 2 years
2. Exam Committee representatives - 3 years
3. Public Member - 4 years
4. At-Large Professional - 4 years
5. Immediate Past President - 2 year

B. No member of the Board of Trustees shall serve more than two consecutive terms; provided.

C. Past Board members may return to the Board after having been off the Board for a period of twelve (12) consecutive months.

III. VACANCIES

A. Any member (sponsor) appointed representative vacancy on the Board of Trustees brought about by the removal, resignation, death or any cause other than the expiration of a Trustee's term or an increase in the number of Trustees, shall be filled by the member (sponsor) which had selected and appointed the Trustee whose resignation, death or other separation from this Corporation had created such a vacancy. Such selections and appointments are to be effective upon the date of removal, resignation, or death of the member (sponsor) representative. If such vacancies are not filled by the member (sponsor) within 60 days of the date of the vacancy, nominations will be requested from the existing members and the Executive Committee will select a designee for that position for recommendation to the Board. The term of office for the new member (sponsor) representative will coincide with the original term of office of the member (sponsor) representative who was removed, who resigned or who died. The new member (sponsor) representative will be held to the same number of terms as stated in Section II, Sub-section A, of this Policy whether a term is "full" or not.

IV. REMOVAL

A. Except as provided herein, the Board of Trustees may at any time remove any Trustee with or without cause by a three fourths vote of the entire Board of Trustees. Any Trustee whose removal is being considered by the Board shall be given an opportunity to be heard at this meeting.

V. POWERS AND DUTIES OF TRUSTEES

A. The Board of Trustees shall supervise and manage the business, affairs and property of the Corporation and shall exercise only such powers and perform such duties as may be described by the Articles of Incorporation or by the By-laws, but in no event shall the Trustees be authorized to conduct the affairs of the Corporation in any manner or for any purpose contrary to the provisions of Section 170 (c)(2) or 501 (c)(6) of the Internal Revenue code of 1986, as now in force or afterwards amended. Subject to the foregoing limitations the Trustees may undertake the following:

1. Board of Trustees shall fix the salaries and compensation, if any, of the Officers of the Corporation.

2. The Board of Trustees may require that Officers be bonded by the Corporation and that agents provide security or faithful service or for money or property coming into their custody control and possession.

3. The Board of Trustees may designate the depositories of the monies of the Corporation and may designate appropriate persons who shall be authorized subject to such limitations as the Board may prescribe to sign and execute checks, drafts, bonds, notes, deeds and other instruments and contracts and contractual obligations of the Corporation.

4. The Board of Trustees may employ on behalf of the Corporation, attorneys, auditors, accountants or other agents or employees of the Corporation and authorize and fix their compensation provided, however, that in no event may the Trustees exercise any powers or duties not in furtherance of the exempt purpose of the Corporation.

5. The Board of Trustees may employ on behalf of the Corporation an Executive Director and/or an Executive Secretary neither of whom shall be a member of the Corporation, nor a member of the Board of Trustees.

6. The Board of Trustees may on behalf of the Corporation contract for services.

7. The Board of Trustees may assist in preparing and conducting examinations for credentialing of Cardiovascular Technologists and others working in defined areas of cardiovascular diagnostics.

8. The Board of Trustees may establish qualifications for candidates for all examinations leading to a professional title designation given by this Corporation.

9. The Board of Trustees may prepare and maintain a Directory of all credentialed individuals by this Corporation or as deemed necessary by the Board of Trustees from time to time.

10. The Board of Trustees may maintain educational and ethical standards for Cardiovascular Technologists and others working in defined areas of cardiovascular diagnostics.

11. The Board of Trustees may promote credentialing of persons involved in cardiovascular diagnostics by working with schools offering training in cardiovascular technology and related fields.

12. The Board of Trustees may cooperate with the American Medical Association or other appropriate association concerning issues related to accreditation of educational programs in the field of cardiovascular technology.

13. The Board of Trustees may adopt rules, regulations and policies concerning the requirements for re-certification in continuing medical education of practitioners who have received professional titled designations.

14. The Board of Trustees may conduct, support and promote psychometric research related to the certification process and re-certification activities.

15. The Board of Trustees may take such other action as it deems necessary or proper to carry out the purpose of the corporation.

16. Any Trustee may sit as a visitor on any committee for which he is not a regular member for the purpose of evaluating the process of the committee or for presenting a specific topic that has been appropriately submitted for inclusion on the agenda. Travel expense reimbursement authorization will be at the discretion of the President of CCI and will be dependent on the necessity of the travel.

VI. COMPENSATION

A. The Trustees shall not receive any stated salary for their services as Trustees, but by the resolution of the Board of Trustees a fixed sum and expense of attendance, if any, may be allowed to Trustees for the attendance for each meeting of the Board or any Committee thereof; but nothing herein contained shall be construed to preclude any Trustee from serving the Corporation in any other capacity and receiving compensation thereof provided there is not a conflict of interest as determined by the Board of Trustees.