| Bylaws 3 |
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Limitations
Pertaining to Election of Directors and Officers
b. Directors
and Officers shall be elected by written ballot.
Solicitation
of Ballots
c. Ballots
shall be solicited by a manner consistent with these Bylaws.
Conduct
of Meetings
President Section
3.12.
a. The
President of the Corporation or, in his or her absence,
the Vice President, or in his or her absence the Secretary,
shall preside over the meetings of the members. The
President will call the meeting to order, determine whether
a quorum is present, announce the business of the meeting
in correct order, and state and put to vote all motions.
Prior to voting an any motion, the President will put
the motion to debate, and while maintaining order and decorum,
encourage expressions of views on all sides of the motion
being debated. During such debate, the President will remain
neutral and impartial on the question being debated, and
not express his or her opinion on the motion. The president
shall vote by secret ballot; however, if the motion is before
members assembled by show of hands, the President does not
vote unless the President's vote, as he or she intends
to cast it, charges the outcome of the vote. The
President's vote is optional with the President. Rules
of Order
b. The
Robert's Rules of Order, as may be amended from time to
time, shall govern the meetings of members insofar as such
rules are not inconsistent with or in conflict with these
Bylaws, the Articles of Incorporation of this Corporation.
Inspectors
of Election
Appointment Section
3.13.
a. In
advance of any election of officers, the Board may appoint
inspectors of election who are not candidates for office.
The number of inspectors shall be either one (1) or three
(3).
Duties
b. The
inspectors of election shall perform the following duties:
1. Determine
the number of voting memberships outstanding and the existence
of a quorum.
2. Receive
votes, ballots, or consents.
3. Hear
and determine all challenges and questions in any way arising
in connection with the right to vote.
4. Count
and tabulate all votes and consents.
5. Determine
when the polls shall close.
6. Determine
the result.
7. Do
such acts as may be proper to conduct the election or vote
with fairness to all members.
The
Inspectors shall perform their duties impartially, in good
faith, to the best of their ability, and as expeditiously
as is practical.
Vote
of Inspectors
c. If
there are three (3) inspectors of election, the decision,
act, or certificate of a majority is effective in all respects
as the decision, act, or certificate of all.
Report
and Certificate
d. On
request of the Chairman or any member or member's proxy,
the inspectors of election shall make a report in writing
concerning the performance of their duties and execute a
certificate of any fact found by them. Any report or certificate
made by the inspectors shall be prima facie evidence of
the acts stated therein.
ARTICLE
IV. DIRECTORS
Number
Section
4.01. The Officers of the Corporation shall be its Directors.
Collectively, the Director(s) shall be known as the Board
of Directors and shall number not less than three.
Qualification
Section
4.02. The Directors of the Corporation shall be regular
members in good standing.
Terms
of Office
Section
4.03. Each Director shall hold office for a term of one
year from the date of the Director's election, and until
the Director's successor is elected and qualifies under
Section 4.02 of these Bylaws. In the event the Director
is removed at a special meeting of the members called and
held as prescribed by Section 3.03 of these Bylaws, the
Director shall hold office until his or her removal and
his or her successor is elected and qualifies and no longer.
Nomination
Section
4.04. Any person qualified to be Director under Section
4.02 of these Bylaws may be nominated by the method of the
nomination authorized by the Board or by any other method
authorized by law, or these Bylaws.
Election
Section
4.05. The Directors shall be elected by written ballot as
authorized by Section 3.11 of these Bylaws. The ballot shall
list the candidates for President separately from the remainder
of the candidates for the Board of Directors. All candidates
for President shall also be considered candidates for the
Board of Directors and shall be listed as such.
Conduct
of Meetings
Section
4.06. The Chairman of the Board or, in his or her absence,
the President shall preside at meetings of the Board of
the Directors, and set its agenda. The Secretary of the
Corporation or, in the Secretary's absence, any person appointed
by the presiding officer shall act as secretary of the Board.
Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can
hear one another. Such participation shall constitute personal
presence at the meeting.
Action
Without Meeting
Section
4.07. Any action required or permitted to be taken by the
Board may be taken without a meeting, if all members of
the Board individually or collectively consent in writing
to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board.
Such action by written consent shall have the same force
and effect as the unanimous vote of such Directors.
Removal
of Directors
Removal for Cause
Section
4.08.
a. The
Board may declare vacant the Office of the Director on the
occurrence of any of the following events:
1. The
Director has been declared of unsound mind by a final order
of court.
2. The
Director has been convicted of a felony.
3.
The Director has been found by final order or judgment of
any court to have breached duties imposed by the Corporation's
Code.
4.
The Director has failed to attend two meetings of the Board
without advising the President in advance.
Resignation
of Director
Section
4.09. Any Director may resign effective on giving written
notice to the Chairman of the Board of Directors, the President,
the Secretary, or the Board of Directors of the Corporation,
unless the notice specifies a latter time for the effectiveness
of such resignation. If the resignation is effective
at a future time, a successor may be elected to take office
when the resignation becomes effective.
Vacancies
in the Board
Causes
Section
4.10.
a. Vacancies
on the Board of Directors shall exist on the death, resignation,
or removal of any Directors: whenever the number of Directors
authorized is increased: and on the failure of the members
in any election to elect the full number of Directors authorized.
Filing
Vacancies by Directors
b. Except
as otherwise provided in the Articles or these Bylaws and
except for vacancies created by the removal of a Director
pursuant to Section 3.11 of these Bylaws, vacancies in the
Board of Directors may be filled by approval with the Board
of Directors, or, if the number of Directors then in office
is less than a quorum, by:
1. The
unanimous written consent of the Directors then in office.
2. The
affirmative vote of the majority of the Directors then in office at a meeting held pursuant to notice or waivers
of notice as provided in Section 4.07 of these Bylaws.
3. A
sole remaining Director.
Filing
Vacancies by Members
c. The
members may elect a Director at any time to fill any vacancies
not filled by the Directors.
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