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 o£ 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.