Section 1. Powers. Subject to the limitations of law, the Articles
of Incorporation, and these By-Laws, the affairs of the corporation shall
be managed by the Board of Directors. Such responsibilities shall include
the achievement of the corporation's goals through officers, employees
and an administrative structure designed by the Board of Directors; the
solicitation of funds to assist the corporation in achieving such goals;
the formulation of any desirable amendments to the Articles of Incorporation
or these By-Laws; and attendance at meetings of the Board of Directors
and committees.
Section 2. Number; Election; Term. The Board of Directors shall consist of the officers, the committee chairs, and the immediate past president of the corporation. Each director shall hold office for a term of one (1) year or until such director's successor shall have been duly elected and qualified or until such director's death, resignation or removal. Directors may be re-elected to serve more than one term in office.
Section 3. Resignation. A director may resign at any time by giving written notice to the secretary of the corporation, who shall advise the Board of Directors of such resignation. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the secretary, and unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal. Any individual director may be removed from office, with cause or for any reason by a two-thirds (2/3) vote of the Board of Directors.
Section 5. Vacancies. A vacancy or vacancies in the Board of Directors occurring for any reason may be filled for the unexpired portion of the term of said director by a majority vote of the directors then in office, even though less than a quorum. Each director so elected shall hold office for the unexpired portion of the term such director was elected to fill and until such director's successor is elected and qualified, or until such director's death, resignation or removal.
Section 6. Meetings. The Board of Directors shall meet as deemed necessary to run the business of the organization.
Section 7. Notices. Notice of any meeting of the board of directors of the corporation, in each case specifying the place, date and hour of the meeting shall be given to each board member by delivering notice, orally or in writing, not less than seven (7) days prior to the date of the meeting unless a different time shall be prescribed for a particular action by law.
Section 8. Action Without Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all the directors shall consent to such action. Such consent shall be voted upon at the year's first Board of Directors meeting and shall remain in effect for the remainder of the term unless subsequently rescinded by Board vote. Actions that require immediate attention between regular Board meetings or actions discussed but voting delayed until additional information necessary for an informed vote can be gathered, may be taken through email vote in accordance with Section 9, Quorum. Such action shall have the same force and effect as the unanimous vote of the directors.
Section 9. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act or decision of the Board of Directors, unless the act of a greater proportion is required by law, the Articles of Incorporation, or these By-Laws.
Section 10. Organization. The president, or in the absence of the president the vice-president/president elect, or in the absence of the vice-president/president elect another director delegated by the president or the vice-president/president elect, shall act as chair at every meeting of the Board of Directors. The secretary of the corporation, or in the absence of the secretary any director delegated by the secretary, the president, or the vice-president/president elect, shall act as secretary of the meeting.
Section 11. Compensation. All directors of the corporation shall serve without compensation.
Revised: April 2000
