Section 1: GENERAL POWER. The affairs of the Corporation shall
be managed by the Board of Directors.
Section 2: NUMBER, TENURE, AND QUALIFICATIONS. The number of
directors of the corporation shall be no less than eight (8)
and no more than thirty-five (35). The term of office for a director
shall be (2) years with one-half (1/2) of the directors elected
each year on a rotating basis. In the initial year, the Board
of Directors shall establish each director's term. No director
may serve more than three (3) consecutive terms, partial terms
excepted.
The Board may, from time to time, establish policy regarding
individual and organizational membership representation on the
Board of Directors.
Section 3: ELECTION OF DIRECTORS. The directors shall be elected
by the current serving Board of Directors. Active members from
the general membership may also petition to nominate a director
to the board by presenting a signed petition of ten (10) or more
active members from the general membership in support of said
candidate.
Section 4: QUORUM. A 51% majority of the Board of Directors
shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, provided that if less
than a majority of the directors are present at such meeting,
such a majority of directors may adjourn the meeting to another
time without further notice.
Section 5: MANNER OF ACTING. Except as otherwise provided by
statute, by the Certificate of Incorporation, or by these Bylaws,
any corporation action required or permitted to be taken by the
Board of Directors shall be authorized by a majority of the votes
cast at a meeting of the Board of Directors at which a quorum
is present.
Proxy votes will be allowed for all Board of Directors meetings.
Proxies must be in writing and may only be held by a member of
the Board. Email is an acceptable mode for delivery of a director’s
proxy vote.
Section 6: REMOVAL. Any director may be removed by a three-fourths
(3/4)
majority of the Board of Directors whenever in its judgment the best interests
of the Corporation shall be served thereby.
Failure to attend at least two-thirs (2/3rds) of the regularly
scheduled meetings of the Board of Directors during the fiscal
year shall constitute grounds for removal from the Board of Directors.
Section 7: RESIGNATIONS. Any director may resign at any time
by giving written notice to the President or Secretary of the
Corporation. Such resignation shall take effect at the time specified
therein, and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 8: VACANCIES. Any vacancies occurring on the Board of
Directors shall be filled by appointment by the Board of Directors.
Any director appointed to fill a vacancy shall be appointed only
for the unexpired term of their predecessor's office.
Section 9: MEETINGS. Regular meetings of the Board of Directors
shall be held monthly at a time and place to be determined by
the President and ratified by the Board of Directors. Special
Board of Directors meetings may be called by the President or
by one-third (1/3) of the members of the Board of Directors by
written request to the Secretary. Such written request may be
delivered via email, fax, regular post, or personal transport.
Business transacted at any special meeting shall be limited to
the purpose or purposes stated in the notice of said meeting.
Members of the Board of Directors shall serve on no less than
one (1) committee of the Board.
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