Article IV: Board of Directors
Section 4.01 Duties and Powers of the Board:
Subject to any limitations in the Association’s Articles of Incorporation (the “Articles”) or these Bylaws, the Board shall manage the activities of the Association and shall exercise or oversee the exercise of all corporate powers. The Board may delegate its duties and powers as it sees fit to the extent permitted by Law, provided
however, that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board shall have all powers permitted to or conferred on a board of directors of a nonprofit corporation by Law, except as limited by the Articles or these Bylaws.
Section 4.02 Number of Directors:
The Board shall be comprised of fifteen elected Members. The authorized number of directors of the Association may be changed by a quorum vote of the Membership.
Section 4.03 Election and Term of Office:
Five (5) directors shall be elected at each annual meeting of the Board for a three (3) year term. Each director,
including a director elected to fill a vacancy, shall hold office for the term for which he or she was elected and until the election and qualification of a successor.
Section 4.04 Term Limits:
No director shall serve more than two and one-half (2 ½) terms consecutively, but may thereafter serve on the Board again, as a new director, after a waiting period of five (5) years.
Section 4.05 Resignation, Removal, and Vacancies:
(a) A director may resign effective upon giving written notice to the Chair of the Board (the “Chair”) if any, the President, the Secretary, or the Board, unless the notice specifies that the resignation shall be effective at a later time.
(b) The Board may remove a director who fails to fulfill his or her duties, including failing to attend meetings of the Board or failing to fulfill tasks designated by the Board; provided, however, that such removal must be authorized by an affirmative vote of two-third (2/3) of directors then in office. Association Members may also
remove a director by a two-thirds (2/3) vote of Members present at any General Membership meeting or Special Membership Meeting, with or without cause.
(c) The Members shall fill vacancies without undue delay. If the number of directors would fall below three (3), the Members shall fill vacancies as promptly as possible to avoid such result. A director elected to fill a vacancy shall hold office until the expiration of the term of the replaced director or until his or her successor has been
elected and qualified, unless the Members otherwise determine.
(d) A vacancy in the Board shall be deemed to exist upon the occurrence of the death, resignation, or removal of any director, or if the authorized number of directors is increased.
(e) The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or is convicted of a felony, or has been found by a final order or judgment of any court to have breached a duty to the Association.
Section 4.06 Place of Meetings:
The Board may meet at any place designated in the notice of the meeting or, if not stated in the notice or if there is no notice, as designated by the Board or the President.
Section 4.07 Annual Meetings:
The Board shall hold an annual meeting to elect officers then up for election, and to conduct all other business as may properly come before the Board. The annual meeting shall take place at such time and place as determined by resolution of the Board. Reasonable expenses including travel, lodging and meals that are incurred by the Board while participating in an annual meeting shall be borne by the Association.
Section 4.08 Regular Meetings:
Regular meetings of the Board shall be held at such time and place as may be fixed by the Board.
Section 4.09 Special Meetings:
Special meetings of the Board for any purpose may be called at any time by the Chair (if any), President, any Vice-President, Secretary, or any two (2) directors.
Section 4.10 Notice:
Annual, regular and special meetings of the Board shall be held upon notice of at least one (1) week by first-class mail or forty-eight (48) hours’ notice given personally or by telephone, electronic mail, or other equivalent means of communication. Such notice shall contain the date, time, and place of meeting and the agenda of business to be discussed at such meeting. Any such notice shall be addressed or delivered to each director at his or her address, electronic address, or contact number as it is shown upon the records of the Association, or, if such address or number is not shown on such records or is not readily ascertainable, at the principal place of business of the Association. Notice by mail shall be deemed to have been given at the time that the notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or to a common carrier for transmission. Notice by electronic mail shall be deemed to have been given when it is actually transmitted by the person sending the notice by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone, to the recipient or to a person at the office of the recipient who, the
person giving the notice has reason to believe, will promptly communicate it to the recipient.
Section 4.11 Quorum and Action of the Board:
A majority of Directors currently in office (but no fewer then two) Constitutes a quorum of the Board for the transaction of business, except for purposes of adjournment as provided in Section 4.14 of these Bylaws. Unless a greater number is expressly required by law, the Articles or these Bylaws, every action taken or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board, provided however, that a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 4.12 Participation in Meetings by Telephone or Video:
Board through the use of telephone or video conference or equivalent communications equipment so long as directors participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 4.12 shall constitute presence in person at the meeting for all Association purposes.
Section 4.13 Waiver of Notice:
Notice of a meeting need not be given to any director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting , or who attends the meeting without protesting, before or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 4.14 Adjournment:
A majority of the directors present, whether or not a quorum is present may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 4.15 Action Without Meeting:
(a) Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the directors consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such directors taken
at a meeting.
(b) Directors may consent, vote, or otherwise take action under this Section 4.15 by a signed document transmitted by mail, electronic mail, messenger, courier, facsimile, or any other reasonable method satisfactory to the Chair (if any) or the President.
Section 4.16 Committees of the Board:
The Board may, by resolution adopted by a majority of the number of directors then in office, create or dissolve one or more committees of the Board (“Board Committee”), each consisting of at least two directors, to serve at the pleasure of the Board. Board Committees may be standing (no set term) or special (set term). The
Chairperson for each of the Committees of the Board shall be decided upon by a vote of the Board at the annual meeting. Any director can voluntarily join any of the Board Committees as a voting member. Any such Board Committee, to the extent provided in a resolution of the Board, may be given the authority of the Board except
with respect to:
(a) The approval of any action for which the Law requires approval of the Board or of a majority of the Board;
(b) the dissolution, merger, or consolidation of the Association;
(c) the sale, lease or exchange of all or substantially all of the property of the Association;
(d) the removal of directors or the filling of vacancies on any Board Committee;
(e) the amendment or repeal of its Articles or Bylaws or the adoption of new Articles or Bylaws;
(f) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(f) the appointment of Board Committees or the members thereof; and
(g) the distribution of the property of the Association pursuant to Section 8.08 below.
Section 4.17 Meetings and Actions of Board:
Committees: Regular and special meetings and actions of Board Committees shall be governed by the provisions of this Article IV applicable to meetings and actions of the Board; provided, however, that the Board may adopt rules for the conduct of the business of any Board Committee consistent with these Bylaws, or in the absence of rules adopted by the Board, the Board Committee may adopt such rules. A quorum for any committee shall consist of the majority of its members.
Section 4.18 Executive Committee:
The Board may, at its discretion, establish an Executive Committee The Executive Committee may act on behalf of the Association on any matter when the Board is not in session, reporting to the Board for its ratification of its actions at a regular or special meeting or by mail or electronic communication within 3 days if no meeting is
scheduled. Three members shall constitute a quorum for the transaction of business. by the Executive Committee. Executive Committee Meetings may be called by the Executive Committee chair or by any three Executive Committee members. The Executive Committee may conduct and expedite regular Association
business as permitted by the Board, but shall not initiate, adopt or implement any new policy, which shall continue to require the approval of the Board as set forth herein.
Section 4.19 Election Committee:
The Board may establish an Election Committee at its pleasure. The Election Committee shall govern the nomination and election process of Board Members according to the procedures adopted by the Committee and ratified by the Board.
Section 4.20 Advisory Committees:
The Board may, by resolution adopted by a majority of the number of directors then in office, create one or more advisory committees to serve at the pleasure of the Board. Each advisory committee shall have at least one (1) director as a member at all times. Other appointments to such advisory committees need not, but may, be
directors. The Board shall appoint and discharge advisory committee members. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.
Section 4.21 Fees and Compensation:
The Association shall not pay any compensation to directors for services rendered to the Association as directors, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Association, in reasonable amounts as approved by the Board.