Bylaws-Board of Directors

ARTICLE V – BOARD OF DIRECTORS
1. The Board of Directors shall consist of no more than fifteen individuals, including the officers of the Association and such other standing members who shall be elected by the voting members of the Association. The Board of Directors shall:

(a) Plan, manage, and carry on the affairs of the Association;
(b) Fill all vacancies in positions of the Board of Directors occasioned by death, removal or resignation. Any such appointment shall extend only until a successor shall be duly elected by the standing members;
(c) Call and organize meetings;
(d) Invest and administer the funds of the Association;
(e) Establish and appoint such committees as may be required Pursuant to Article IX of these By-laws; and
(f) Otherwise possess and exercise all the powers that a board of directors may possess and exercise.

2. A member of the Board of Directors may be removed from office (a) with or without cause by a majority vote of the standing members of the Association in attendance at a regular meeting or special meeting, or (b) for cause by a vote of two-thirds of the entire Board of Directors. A member of the Board of Directors may be removed for cause only after being given reasonable notice and an opportunity to be heard before the body proposing to remove him or her.

ARTICLE VI – MEETINGS OF BOARD OF DIRECTORS
1. Meetings of the Board of Directors may be held at such times and places as are necessary to carry on the business of the Association.

2. A majority of the Board of Directors then in office shall constitute a quorum.

3. Meetings of the Board of Directors may be called by the President; or the Secretary shall call a meeting upon the request of three members of the Board of Directors.

4. All meetings of the Board of Directors shall be called on not less than twenty-four hours’ notice by telephone, or by written or electronic notice sent not less than seventy-two hours prior to such a meeting.

5. The President shall chair meetings of the Board of Directors. In the President’s absence, the Vice President/President-Elect can, at the request of the President, chair the meeting.

6. Any action required or condoned at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board of Directors then in office consent to the action in writing or via email, and the written or emailed consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

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