BOARD of DIRECTORS
Section 1 – Powers
The business of the Corporation shall be managed by a Board of Directors who shall have and may exercise all powers of the Corporation except as otherwise reserved to the Members by law, by the Articles of Organization or by these Bylaws.
Section 2 – Enumeration, Election and Term of Office
The Board of Directors shall consist of not less than four (4) Directors. The Board of Directors consists of four (4) Elected Officers, all Standing Committee Chairpersons and up to three (3) Directors appointed by the President. There shall be four (4) Directors who shall initially be appointed by the Incorporator(s) to serve until the first Annual Meeting of the Members. At the first Annual Meeting of Members, the Members shall elect four (4) Officers one or more of who may be same as the initial Directors for the terms that they shall serve as Committee Chairpersons. In addition to the foregoing, the President may appoint by the President for one-year terms and said appointments shall require the approval of said person(s) by the Board of Directors.
Section 3 – Regular Meetings
Regular meetings of the Board of Directors may be held at such times and places as the Board of Directors may fix from time to time. The first meeting of the Board of Directors following the annual meeting of the Members may be held without notice immediately after and at the same place as the annual meeting of the Members may be held without notice immediately after and at the same place as the annual meeting of the Members or the special meeting held in lieu thereof. If in any year a meeting of the Board of Directors is not held at such time and place, any action to be taken may be taken at any later meeting of the Board of Directors with the same force ad effect as if held or transferred at such meeting.
Section 4 – Special Meetings
Special meetings of the Directors may be held at any time and at any place designated in the call of the meeting. Special meetings may be called by the Chairman of the Board of Directors or by at least twenty (20%) percent of the Directors, with at least fourteen days notice (except in the event of an emergency). The Chairman of the Board of Directors may call an emergency meeting with not less than forty-eight (48) hours notice thereof being given to each Director by the Clerk or an Assistant Clerk, or by the officer or one of the Directors calling the meeting.
Section 5 – Notice
It shall be reasonable and sufficient notice to a Director to send notice by overnight mail or E-mail at his usual or last known business or residence address or to give notice to him in person or by telephone or facsimile. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purpose of the meeting.
Section 6 – Quorum
Any meeting of the Directors, a quorum for any election or for any election or from the consideration of any question shall consist of a majority of the Directors then in office. Whether or not a quorum is present at any meeting, the votes of a majority of the Directors present shall be requisite and sufficient for election to any office or decision of any question brought before such meeting except in a case where a larger vote is required by law, by the Articles of Organization or by these Bylaws.
Section 7 – Action by Consent
Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meeting of the Directors. Such consent shall be treated for all purposes as a vote of the Directors at a meeting.
Section 8 – Meeting by Telecommunications
Members of the Board of Directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment. As long as all persons participating in a meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting. When an emergency meeting is called, any Director can demand that said meeting be held by conference, telephone or similar communications as, previously set forth.
Section 9 - Committees
The Board of Directors, by vote of a majority of the Directors then in office, may elect from its number an Executive Committee or other committees and may delegate thereto some or all of its powers. The Directors may not delegate those powers, which by law, by the Articles of Organization, or by these Bylaws may not be delegated. A committee may make rules for the conducted so far as possible in the same manner as is provided by these Bylaws for the Board of Directors.
All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall upon request, report its action to the Board of Directors. The Board of Directors shall have power to rescind any action of any committee.