Bylaws 3 Print E-mail

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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

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

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).
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.
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.
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.
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.
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
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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