BYLAWS EXCERPT: ARTICLE V - BOARD OF DIRECTORS
Section 1. General Powers
The daily activities, property, business, and affairs of the Corporation shall be managed by its Board of Directors. The Board may exercise all such powers of the Corporation as are authorized by law, the Articles of Incorporation, and these Bylaws.
Section 2. Number, Qualifications, and Term of Office
a) Number
The Board of Directors shall consist of thirteen (13) Directors, composed of four (4) officers of the Corporation (the President, Vice President, Secretary and Treasurer) and nine (9) other elected Directors.
b)
Qualifications
To be eligible to serve as a member of the Board of Directors, a person shall be a qualified voting member of the Corporation, without interruption, for a minimum of sixty (60) days prior to election or appointment.
c) Term of Office
Except as otherwise provided in these Bylaws, the term of office of a member of the Board of Directors shall be two (2) years. The term shall start immediately upon election. Directors shall serve no more than three (3) consecutive terms. After the lapse of at least one (1) year, a person may serve again as a Director of the Corporation. Directors shall have staggered terms with nine (9) elected in even years, and four (4) elected in odd years.
d) Fiduciary Duty
Board members owe an explicit duty of care, and a duty of loyalty to the Corporation.
Section 3. Election
The Board of Directors shall be elected by the members from nominees submitted by the Nominating Committee pursuant to the nominating process set forth in Article VI. Section 4 of these Bylaws. The election shall occur at the Annual Meeting of the membership meeting held the fourth week in January. Election shall be by written secret ballot unless the number of nominees does not exceed the number of offices to be filled, in which case, the President shall instruct the Secretary to cast a unanimous ballot. The Nominating Committee shall prepare the ballots, if needed, before the election and distribute them at the membership meeting.
A majority of the votes cast at the Annual Meeting of the membership shall be necessary to elect. If no nominee receives a majority of the votes cast, the two people having the highest number of votes cast on their behalf shall immediately have a run-off election and a new ballot taken at that meeting. The nominee receiving the lowest number of votes shall be eliminated and a new ballot taken.
The newly elected Directors will assume office immediately following their election.
