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Board of Directors
Section 1. Number, Tenure, and Qualifications. The Board of Directors of the
Corporation shall consist of the elected officers as defined in
Article VIII, Section 1 of these by-laws, plus the immediate Past
President. Each Director shall hold office on the Board of Directors
in conjunction with their tenure as officers of the Corporation, as
defined in Article VIII, Section 2 of these by‑laws. Each Director
shall be succeeded on the Board by their successor in the
corresponding position they hold as an officer of the Corporation
according to the rules of qualification and succession for Officers
as defined in Article VIII, Section 4 of these by-laws. The
President of the Corporation, or the President-Elect (in the absence
of the President, or on matters involving the President) shall act
as Chairperson of the Board of Directors. The Secretary of the
Corporation shall act as the Secretary of the Board of Directors in
all matters before the Board. The number, tenure, or qualifications
of the Directors may be enlarged or limited by a majority vote of
the sitting Board of Directors.
Section 2. General Powers. The affairs of
the Corporation shall be managed by the Board of Directors.
Furthermore, the Board of Directors shall act on behalf of the
Corporation between meetings of the membership. The President of the
Board of Directors shall have the power and authority to appoint ad
hoc committees (with the exception of the Nominating Committee) for
assisting the Board on matters of the Corporation.
Section 3. Vacancies. Vacancies in the
Board of Directors shall be filled in a manner consistent with the
filling of vacancies prescribed for the Corporation's officers as
defined in Article VIII, Section 4 of these by-laws.
Section
4.
Regular Meetings. Meetings of the Board of Directors shall be
held coincident to the semi‑annual meetings of the membership.
Section 5. Special Meetings. Special
Meetings of the Board of Directors may be called by, or at the
request of, the President or any Director. The person or persons
authorized to call special meetings of the Board may fix any place
or time for holding any special meeting of the Board. Section 6.
Notice of Special Meetings.
Notice of any special meeting of the Board of Directors shall be
delivered at least ten (10) days prior to the meeting by written
notice to each Director. The notice shall state the place, date,
time, and purpose or purposes of such special meeting. If mailed,
the notice shall be deemed to be delivered when deposited in the
United States Postal Service addressed to the Director as it appears
on the records of the Corporation, with postage thereon prepaid.
Attendance at such a meeting by a Director shall constitute a waiver
of notice of the meeting, except where a Director attends a meeting
for the expressed purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
Section 7. Quorum. The presence of at
least one‑half of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board. If less
than one‑half of the Directors are present at the meeting, a
majority of the Directors present may adjourn the meeting from
time‑to‑time without further notice.
Section 8. Voting. Each Director,
including the President, shall be entitled to cast one vote upon
matters before the board. In the event an equal number of votes pro
and con have been cast upon a matter before the Board, the vote of
the Past President shall be excluded to break the tie.
Section 9. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or
any action which may be taken at a meeting of Directors, may be
taken without a meeting if consent in writing, setting forth the
action to be taken, shall be signed by all of the Directors.
Section 10.
Indemnification.
The Corporation shall indemnify any Director or former Director
of the Corporation against expenses, costs, or attorney's fees
actually and reasonably incurred in connection with the defense of
any action, suit, or proceeding, civil or criminal, in which the
Director is a party by reason of being, or having been, a Director.
The indemnification shall include any amounts paid to satisfy a
judgment or to compromise or settle a claim. The Director shall not
be indemnified if he or she is adjudged to be liable on the basis
that he or she has breached or failed to perform the duties of his
or her office and the breach or failure to perform constitutes
willful misconduct or recklessness. Advance indemnification of a
Director shall be allowed for reasonable expenses to be incurred in
connection with the defense of the action, suit, or proceeding
provided that the Director must reimburse the Corporation if it is
subsequently determined that the Director was not entitled to
indemnification. The Board of Directors may extend its
indemnification of a Director by resolution adopted by the
affirmative vote of the membership.
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