Section 1 – BOARD OF DIRECTORS
The corporate powers of this corporation shall be vested in a Board of Directors. The Board of Directors shall consist of nine (9) Directors.
Section 2 – TERM OF OFFICE
The term of office shall be two (2) years unless removed sooner under the provisions of these By-Laws. The terms of office will be staggered. Five (5) Directors will be elected in odd numbered years and Four (4) Directors will be elected in even numbered years.
Section 3 – ELIGIBILITY FOR ELECTION
To be elected, Officers and Directors of the Corporation must be members in good standing of the Corporation.
Section 4 – ELECTION
The annual meeting of the membership for the purpose of electing members to the Board of Directors shall be held in January. The date, time and location shall be determined by the Board of Directors and the membership will be notified. Such other business as necessary or advisable may be conducted at the annual meeting. The newly elected directors shall be those candidates who receive the largest number of votes from those cast at the election. In the case of a tie vote for the final available board position(s), the membership shall conduct a “run off” election between those candidates who received the same number of votes. If the “run off” election results in a tie vote, the remaining position shall be determined by a secret ballot vote by the Board of Directors. The candidate(s) who do(es) not receive the most votes in the “run off” election may fill an “ex-officio” position on the Board of Directors.
Section 5 – OFFICERS
The Officers of this Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. Any Officer, except the President, may hold up to two (2) offices.
Section 6 – RESIGNATION
Officers or Directors may resign by submitting a letter of resignation to the Board of Directors prior to the effective date of such resignation.
Section 7 – VACANCIES
When a vacancy in an elective office occurs, the Board of Directors shall appoint a replacement to serve the remainder of the unexpired term.
Section 8 – POWERS AND DUTIES
BOARD OF DIRECTORS
The Board of Directors shall have the power to conduct, manage and control the affairs and business of the Corporation. The Board of Directors shall appoint from among their Board members the President, Vice-President, Secretary, and Treasurer.
A majority of the Board members must be present either in person or by written proxy which is delivered to the Secretary at, or prior to the meeting to constitute a quorum for the transaction of business. If a quorum is present, the acts of a majority present and voting shall be the acts of the Board of Directors.
The Board of Directors may appoint or disband such committees as are deemed necessary for the efficient operation of the Corporation.
Special meetings of the Board of Directors may be called by three (3) members of the Board of Directors on seven (7) days notice to each member of the Board. The presence of a Director at such special meeting shall constitute a waiver of notice of such meeting, unless such appearance is solely for the purpose of contesting the notice of the special meeting.
PRESIDENT: The President shall be the principle executive officer of the Corporation and shall in general, subject to the control of the Board of Directors, supervise the affairs of the Corporation. He shall call meetings of the Board and of the membership when necessary. He shall, when present, preside at all meetings of the membership and Board. He may sign legal documents as required to conduct business matters on behalf of the Corporation, except in cases where execution thereof shall be required by law to be otherwise signed or executed; and in general, he shall perform all duties incidental to the office of the President and such other duties as may be prescribed by the Board of Directors. In the absence of the Treasurer, the President shall sign checks for such disbursements as have been approved by the Board of Directors.
VICE-PRESIDENT: The Vice-President shall in the absence of the President or in the event of his death, inability or refusal to act, perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned from time to time by the President or by the Board of Directors.
SECRETARY: The duties of the Secretary shall be to keep the minutes of membership meetings and Board of Directors meetings; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the official copies of these By-Laws and all corporate records, except financial records, maintain a roster of members of the Corporation, in general perform all the duties incidental to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.
TREASURER: The duties of the Treasurer shall be to have custody of and be responsible for all funds and securities of the Corporation; receive monies due, issue receipts, and deposit such monies to the account of the Corporation in the financial institution(s) selected by the Board of Directors; maintain records of all financial transactions and have custody of all such records; in general perform all of the duties incidental to the office of Treasurer and other such duties as may be assigned from time to time by the President or by the Board of Directors. The Treasurer shall sign checks for such disbursements as have been approved by the Board of Directors.