SECTION 4.1 COMPOSITION OF THE BOARD OF DIRECTORS
The corporation shall have nine Directors and collectively they shall be known as the Board of Directors. The term "Board" as used in these bylaws shall mean the Board of Directors. The Board shall consist of nine seats numbered one through nine, and no more than one Director shall fill each seat. No Director shall fill more than one seat.
SECTION 4.2 DIRECTOR QUALIFICATIONS
Each Director shall be a member of the corporation, shall have been a member during all of the 365 days prior to nomination, and shall be of the age of majority in this state.
SECTION 4.3 BOARD POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
The Board may create committees and may appoint members from the corporation to committees it creates. Committees created by the Board shall serve at the pleasure of the Board and may exercise such authority that is provided by these bylaws or delegated by the Board, except that no committee shall have the authority of the Board to directly request approval by the membership of acts requiring membership approval. The Board may adopt rules pertaining to the conduct of meetings of committees it creates. In the special rules of order of this corporation, the Board may create one or more standing committees and define the authorities of each.
SECTION 4.4 BOARD DUTIES
It shall be the duty of the Board to:
Each Director shall register his/her mailing and E-mail addresses with the Secretary. Notices of meetings mailed or E-mailed to Directors at such addresses shall be valid.
SECTION 4.5 BOARD TERMS
The first term for each of the Board seats shall commence when the charter members have elected a Director to occupy the seat.
The first term for each of the Board seats numbered 1, 2, and 3 shall expire at 2:00 A.M. on the second Saturday in November of 1999.
The first term for each of the Board seats numbered 4, 5, and 6 shall expire at 2:00 A.M. on the second Saturday in November of 2000.
The first term for each of the Board seats numbered 7, 8, and 9 shall expire at 2:00 A.M. on the second Saturday in November of 2001.
All terms, after the first, for each seat on the Board shall be staggered such that the commencement of an equal number occurs each year.
Every term, after the first, for each seat on the Board shall commence on the second Saturday in November and shall expire at 2:00 A.M. on the second Saturday in November in the third year after its commencement.
SECTION 4.6 ELECTION OF DIRECTORS
All Directors shall be elected at large.
The nominees receiving the highest number of votes shall occupy the seats to be filled by the election. In case of a tie for the last seat to be filled, the Directors whose seats are not being filled by this election shall break the tie.
The Director for the succeeding term of each seat shall be elected during a membership meeting. If a successor has not been elected when a Director’s term expires, he/she may continue as the interim Director in the same seat on the Board during the next term, but only until a successor is elected or until the end of the calendar year during which the term expired, whichever occurs earliest.
A Director may be elected to succeed him/herself on the same seat.
SECTION 4.7 VACANCIES ON THE BOARD
Vacancies on the Board shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of Directors is increased by revision to these bylaws.
Any Director may resign effective upon giving written notice to the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation.
Any director may be removed from office, with or without cause, at any time upon both (1) an affirmative vote for such removal by a number of Directors equal to at least two thirds (2/3) of the seats, filled and unfilled, on the Board, and (2) as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these bylaws or provisions of law, the remaining Directors, shall elect a qualified member to fill a vacated seat for the remainder of the unexpired term. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a number of directors equal to at least the majority of filled seats on the board.
A seat is considered unfilled, but not vacated, when it becomes empty because a successor has not been elected.
SECTION 4.8 COMPENSATION OF DIRECTORS
Directors shall serve without compensation; however, Directors may be reimbursed for actual expenses incurred in the maintenance of their duties.
SECTION 4.9 LOCATION OF BOARD MEETINGS
The location of Board meetings shall be as set by the Board.
SECTION 4.10 TIME OF REGULAR BOARD MEETINGS
The Regular meeting schedule of the Board shall be as set by the Board, and shall be published to the membership via the web site and e-mail.
SECTION 4.11 SPECIAL BOARD MEETINGS
Special meetings of the Board may be called by the President or by any three Directors via written request to the Secretary, provided one week notice is given to all Board members and published to the Membership via the website.
SECTION 4.12 ACTION OF BOARD WITHOUT MEETING
Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, is signed or e-mailed by all the Directors or committee members whose votes would have been required at a meeting and filed with the minutes of the proceedings of the Board or committee.
SECTION 4.13 TELEPHONE CONFERENCE MEETINGS
The members of the Board or any committee designated by the Board may participate in a meeting of the Board or committee by means of telephone conference, computer conference, or similar communications equipment by means of which each person participating in the meeting can communicate with all others participating in the meeting, and participation in a meeting pursuant to this Section shall constitute presence in person at such meetings.
SECTION 4.14 QUORUM FOR BOARD MEETINGS
A quorum shall consist of a number of Directors equal to at least the majority of seats, filled and unfilled, on the Board.
SECTION 4.15 MAJORITY ACTION AS BOARD ACTION
At a meeting duly held at which a quorum is present, every act performed or decision made by a majority of the Directors present, but no less than four, is the act or decision of the Board, unless the Articles of Incorporation, these bylaws, or provisions of law require otherwise for approval of a matter by the Board.
SECTION 4.16 CONDUCT OF BOARD MEETINGS
Meetings of the Board shall be presided over by the President, or, in the President’s absence, by the Vice President, or, in the absence of each of these persons, by a Board member chosen by a majority of the Directors present at the meeting. In the Secretary’s absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by whatever rules shall be established by the Board insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 4.17 NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
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