ARTICLE V: BOARD OF
DIRECTORS
5.01: Nomination :
Prior to the Annual Meeting, the Board of Directors shall appoint a
Nomination committee to select nominees for the Board of D1rectors to be
elected at the next annual meeting,and one shall be additionally nominated for election to the office of President.
Current directors are eligible for nomination. Other nominations may be made in
writing by any member and delivered to the Secretary at least two weeks before
the annual meeting, and these nominations shall be presented to the membership
at the annual meeting. No nominations from the floor will be accepted.
5.02: Regular
Meetings: A regular annual meeting of the Board of Directors shall be
held without other notice than this bylaw; immediately after, and at the
same place as, the annual meeting of members. The Board of Directors may
provide by resolution the time and place for holding of additional regular
meetings of the Board without other notice than such resolution.
5.03: Special Meetings: Special
meetings of the Board of Directors may be called by or at the request of the
President or any three Directors. The person or persons authorized to call
special meetings of the Board may fix any place within the boundaries of the
Association as the place for holding any special meetings oŁ the Board called
by them.
5.04: Notice: Two
days notice of any special meeting of the Board of Directors shall be given by
mail, electronic mail, delivery or telephone to each director. Any director may
waive notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice of
such meeting, unless specifically required by law or by these bylaws.
5.05: Quorum: Those
Board of Directors members present shall constitute a quorum for the
transaction of business at any meeting of the Board.
5.06: manner of acting: The
act of a majority of the Directors present at a meetlng at which a
quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by law or by these bylaws.
5.07: Resignation and
Removal:
(a) Any Director may resign
from the Board of Directors for any reason, effective upon delivery of notice
of resignation to the President or Secretary
(b) Any Director absent from
three consecutive meetings of the Board of Directors without an explanation
satisfactory to a majority of the remaining Directors shall be deemed to have
resigned as a Director, and may be reinstated only upon a majority vote of the
Board of Directors, provided such vacancy has not been fllled as provided in
these bylaws;
(c) Any Director or the
entire Board of Directors may be removed with or without cause, by a
majorityvote of members at a special meeting of the members called experssly
for that purpose.