Board of Directors
Section 1. Powers
The activities, affairs and property of the corporation shall be managed, directed, and controlled by the Board of Directors except as otherwise provided in these bylaws.
Section 2. Number of Directors
The Board of Directors shall number no less than 7 and no more than 11.
Section 3. Elections
Board members are elected by the membership, with one vote per member in good standing. All Directors shall be elected for a 3-year term.
Section 4. Resignations
Any Director may resign at any time by delivering a written resignation to the chairperson of the Board.
Section 5. Removal
Any Director may be removed at any time for cause, including, commission of a felony, malfeasance, continued gross or willful neglect of his or her duties or conduct derogatory to the best interests of the corporation. Notice of proposed removal shall be sent to the said Director and such Director shall have the right to be heard at a special meeting called by the chair.
Section 6. Vacancies
Vacancies, whether caused by death, illness, resignation, or removal of a Director maybe filled by a majority vote of the entire Board of Directors.
Section 7. Annual Retreat
The annual retreat of the Board of Directors shall be held at a time and place determined by the officers.
Section 8. Meetings
Regular meetings of the Board of Directors (not less than three times per year) shall be held at a time and place to be determined by the Board of Directors. Special meetings shall be held at any time when called by order of the chairperson of the Board or by any three Directors.
Section 9. Notice
Notice of each meeting of the Board of Directors must be given to each Director not less than five (5) days prior to the day on which the meeting is to be held.
Section 10. Quorum
The presence at any meeting of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Proxy voting is prohibited.
Section 11. Annual Reports
The officers shall present at each annual membership meeting a report of the corporation’s activities during the preceding year.
Section 12. Conduct of Meetings
All meetings of the Board of Directors shall be conducted in accordance with acceptable parliamentary procedure.