ARTICLE VI – BOARD OF DIRECTORS
6.1 General Powers. The affairs of the Association will be governed by a thirteen (13) member Board of Directors. The Board of Directors may establish such Standing Committees and will confer such powers to a Standing Committee as the Board determines.
6.2 Terms of Office. The thirteen (13) Directors of the Association serve terms of three years. Each Director will hold office until his or her successor has been duly elected and qualified.
6.3 Eligibility. To be eligible for service on the Board of Directors, a person must be: (1) a member of the governing board of a Regular Member; (2) the chief management officer of Regular Member; or (3) the assistant to the chief management officer of a Regular Member. No Regular Member will have more than one representative on the Board of Directors at any time.
(a) The Directors of the Association will be elected by the Regular Members at the Annual Meeting of the Members. Before the Annual Meeting, the Nominating Committee will meet and nominate qualified and willing candidates for the vacancies on the Board to be filled at the Annual Meeting. At least fifteen (15) days before the Annual Meeting, the Nominating Committee will inform the Board of Directors of its nominees in writing by first class mail, fax or email. Additional nominations may be received from the floor from the Regular Members.
(b) To be elected, a nominee must receive a majority of the votes cast by the delegates of the Regular Members at the Annual Meeting. Board vacancies will be filled by secret ballot. If a vacancy is not filled by a majority of the votes cast on the first ballot, successive ballots will be taken with the nominee receiving the least number of votes on each successive ballot being eliminated until each Director vacancy is filled by a majority of the votes cast.
(c) If the office of a Director becomes vacant by reason of death, resignation, ineligibility, or otherwise, the remaining members of the Board will appoint a successor who will fill the unexpired term of the Director.
6.5 Director Resignation, Ineligibility and Removal.
(a) Any Director of the Board may resign at any time by submitting a written resignation to the President of the Association.
(b) If a Director becomes ineligible to serve on the Board during his or her term by failing to meet the eligibility requirements set forth in Section 6.3, the Director must resign within thirty (30) days of becoming ineligible. If the Director does not submit a written resignation within thirty (30) days, the Board of Directors may remove the Director by a two-thirds vote of the Board.
(c) By a two-thirds vote of the Board, the Board of Directors has the authority to remove any Director when the Board determines such removal is in the best interest of the Association.
6.6 Associate Member Representative to Board. The Associate Members will elect one of the owners, officers or employees of an Associate Member to serve as a non-voting representative to the Board of Directors. The Associate Member Board Representative will be elected at the first meeting of the Associate Members after the Annual Meeting of the Members. The Associate Member Board Representative will serve a one year term. The Associate Member Board Representative may attend the meetings of the Board of Directors and will communicate the interests of and report the activities of the Associate Members to the Board.
6.7 Electronic Transaction of Business. To the fullest extent permitted by law, the Board ofDirectors may conduct business by electronic means.
6.8 Board Meetings.
(1) Regular Meetings. The Board of Directors will have at least two regularly scheduled meetings each fiscal year. One regular meeting will be held during or immediately after the Annual Meeting of the Members. The President of the Board will set the time and place of other regular board meetings. Notice of regular meetings will be provided by the President or Executive Director by mail, facsimile, telephone, email, or any other method of electronic or telephonic communication.
(2) Special Meetings. The President or any five or more Directors will have the authority to call Special Meetings of the Board of Directors. Notice of any Special Meeting of the Board will be given at least three (3) days before the meeting by the President or Executive Director by mail, facsimile, telephone, email, or any other method of electronic or telephonic communication.
(3) Notice. Neither the business to be transacted nor the purpose for any Regular or Special Meeting of the Board must be included in the notice of a Board meeting, unless specifically required by law or by these Bylaws. Notice of any adjourned meeting of the Board of Directors need not be given. A Director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director at the beginning of the meeting (or promptly upon the Director’s arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
(4) Quorum. The presence at any meeting of a majority of the number of Directors as
designated in the Bylaws will constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present at the meeting may adjourn such meeting from time to time until a quorum is present.
(5) Electronic or Telephonic Participation. Any or all Directors may participate in a Regular Meeting or Special Meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
(6) Informal Action by Directors. The Directors may take action without a meeting if a consent in writing setting forth the action so taken is signed by all of the Directors. Each written consent must bear the date of signature of each Director and is to be delivered to the Association’s principal office. The written consent will be included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date.
(7) Rules of Conduct and Order. The meetings of the Board of Directors will be governed by the Procedures for Small Board in the most recent version of the Roberts’ Rules of Order.
6.9 General Standards for Directors.
(a) A Director will discharge the Director’s duties in good faith, with ordinary care, and in a manner which the Director reasonably believes to be in the best interest of the Association.
(b) A Director may in good faith and with ordinary care, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Association or another person and prepared or presented by:
- an officer or employee of the Association;
- legal counsel;
- a certified public accountant;
- an investment banker;
- a person who the Director reasonably believes possesses professional expertise in
the matter; or
- a committee of the Association of which the Director is not a member.
6.10 Director Liability. A Director is not liable to the Association, a member, or another person for an action taken or not taken as a Director if:
(1) the Director acted in good faith, with ordinary care, and in a manner the Director reasonably believed to be in the best interest of the Association; or
(2) in the exercise of ordinary care, the Director acted in good faith and in -reliance on the written opinion of an attorney for the Association or on information, reports, or statements, including financial statements, prepared or presented by one of the enumerated individuals or entities set forth in Section 6.9(b) of these Bylaws