DIRECTORS
Section 1. – Nominating Committee
Prior to March 1st of each year, the President shall appoint a Nominating Committee consisting of three members of the Board of Directors (“the Board”). Such Nominating Committee shall meet prior to the April meeting of the Board for the purpose of reviewing nominees for each position on the Board that must be filled at the next succeeding general meeting of the Association. The Nominating Committee shall present the names of all nominees to the Board at its April meeting. The Board may accept or reject the recommendations of the Nominating Committee and, in the event of a rejection of any nominees, shall, at such meeting, nominate another member of the Association. The slate of nominees, as approved by the Board, shall be presented at the next general meeting of the Association. Any member may make additional nominations for positions on the Board from the floor at such meeting. In any case, in order to be properly considered for nomination to the Board, each nominee must be a member of the Association.
Section 2. – Authority; Number; Qualifications and Term.
The complete powers, property and affairs of the Association shall be exercised, conducted and controlled by a Board that shall be elected by the members at each annual meeting of the members, except that if Directors are not elected at an annual meeting, they may be elected at a special meeting called for that purpose. Each Director elected to the Board shall serve a term of two (2) years. In the event of a vacancy in the position of Director by reason of death, resignation or removal, the remaining Board members shall appoint another member of the Association to fill such vacancy, such appointed Directors to serve until the next general meeting of the Association, at which time an election shall be held, if necessary, to fill such vacancy, such newly elected Director to serve out and complete the term of the original Director.
Section 3. – Vacancies
The seat of a Director shall become vacant if they cease to be a member of the Association; is removed from office due to absenteeism, as provided below; or if they die or resign, which resignation shall take effect immediately or at such time as the Director may specify. In case of any vacancy among the Directors, the remaining Directors, though less than a quorum, by an affirmative vote of a majority thereof, may elect a Director to fill such vacancy, and such newly elected Director shall hold their seat until the next annual meeting of the members or a special meeting thereof called for the purpose of electing Directors and until their successor shall be elected and qualified, or until that Director’s seat becomes vacant.
Section 4. – Absenteeism
Any Director who is absent from more than three consecutive regular meetings of the Board without excuse satisfactory to the Board, may be removed from the Board and may not stand as a candidate for reelection at the next annual membership meeting.
Section 5. – Meetings
Each year, immediately following the annual meeting of members, the Board shall hold an annual meeting for the purpose of electing officers and transacting such other business as may properly come before the Board. The Board shall also hold regular meetings from time to time as it may deem necessary and at such times as it shall specify. Special meetings of the Board shall be called by the President, upon the request of the President or a majority of the Directors.
Section 6. – Notice of Meetings
Written, telephonic, telecopy or electronic mail notice of the time and place of all meetings of the Board and of the purpose(s) of all special meetings shall be given to all Directors by the President or Secretary at least two (2) days prior to any such meeting, except that no notice shall be required for the annual meeting. Such notice may be waived by any Director at any time in writing or by personal appearance at the meeting called. No notice of adjourned meetings need be given.
Section 7. – Quorum and Voting
A simple majority of the Directors shall be necessary to constitute a quorum at any meeting, but less than a quorum may adjourn a duly-called meeting from time to time until a quorum is present. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or this Code.
Section 8. – Committees
The Board may create a committee or committees of Directors, each committee to be composed of not less than three Directors, and may delegate to any such committee any of the authority and power of the Directors, however derived. Each committee shall serve at the pleasure of the Board, shall act only in the intervals between meetings of the Board, and shall be subject to the control and direction of the Board. Any such committee may act by a majority of its members at a meeting or by a writing or writings signed by all its members. An act or authorization of an act by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Board.
Articles: I-II | III | IV | V - VII
Click to Download our By-Laws in PDF format
Note: You will need Adobe Reader to view this file. |  |