Article Five

Board of Directors

  1. The Board of Directors shall consist of the persons named in the Certificate of Incorporation or their successors. The Board of Directors shall consist of not less than eleven nor more than thirty-six members so divided into classes that the terms, as nearly as possible of one third of them shall expire each year. At each Annual Meeting of the Corporation the precise number of Board members for the ensuing year shall be determined within these limits.
  2. The members of the Board of Directors shall enter upon the performance of their duties immediately following the Annual Meeting, and shall continue in office until their successors are duly elected and qualified.
  3. The Board of Directors shall have the power to fill, for the unexpired term, any vacancy occurring among its members or officers.
  4. At least 60 days prior to the Annual Meeting, the Board of Directors shall name a Nominating Committee, which shall prepare and present to the Annual Meeting nominations of persons who shall succeed the Directors whose terms have expired.
  5. Five Directors shall constitute a quorum for the transaction of all business of the corporation; and the action or vote of a majority of Directors present at any duly called meeting shall constitute the action of the Board.
  6. The Board of Directors shall have the power to appoint an Executive Committee as provided in Article Seven.
  7. The Board of Directors shall have general charge and supervision of the affairs and business of the corporation and shall exercise all rights, powers and privileges thereof, subject to the by-laws of the corporation. It shall have general charge of, and supervision over, all properties belonging to the corporation, and in its judgment and discretion may make proper investment thereof; and it may buy and sell property, real or personal.
  8. Each Director shall serve on at least one Board Committee.
  9. Directors are expected to adhere to Board policies regarding attendance and service on committees.

Article Six

Officers

At the first regular meeting of the Board of Directors following the Annual Meeting, the following officers shall be elected from the members of the Board of Directors.

  1. President, whose duty it shall be to call meetings of the Board as deemed necessary. Meetings shall usually be held three times a year but no less than two yearly. The President shall also call meetings upon a written request of one-third (1/3) of the members of the Board and shall preside at all meetings of the Board and at the Annual Meeting of the Corporation and perform such other duties as the Board shall from time to time direct.
  2. Vice-President , whose duty it shall be to perform the duties of the president in case of that person’s absence or incapacity, and also perform such other duties as the Board shall from time to time direct.
  3. Secretary, whose duty it shall be to record the minutes of all meetings of the Board, Annual Meeting, and Executive Committee and send proper notices of all such meetings.
  4. Treasurer, under the direction of the Board of Directors, shall be responsible for the funds of the corporation. The Treasurer or other persons designated by the Board of Directors shall disburse the funds of this corporation taking proper vouchers for such disbursements and shall make a complete and accurate report of the finances of this Corporation at each annual meeting of the corporation or at any time, upon request, to the Board of Directors.

Executive Director

The Board of Directors shall have the power to designate one of its members, or any member of the Corporation, as Executive Director of the corporation who shall have the responsibility to manage and conduct the affairs of the Corporation, subject to the power of the Board of Directors; and whose duties shall be to coordinate the various activities and departments of the corporation.

Salaries

The officers, agents or employees of the Corporation shall receive such salary or compensation as may be determined by the Board of Directors, or the Executive Committee; and the fact that any officer, agent or employee is a Director shall not preclude these persons from receiving a salary or compensation, or from voting upon a resolution providing the same.

Article Seven

Executive Committee

The Executive Committee shall be comprised of the officers of the Corporation and any other persons designated by the Board of Directors. The duties of the Executive Committee shall be to carry on the work of the Corporation during the period between meetings of the Board. The President shall have the duty of calling meetings of the Executive Committee as deemed necessary or as requested by the Board of Directors.

Article Eight

Committees

The President shall have the power, immediately following the Annual Meeting, and after due consultation with the Executive Committee to name members for the following committees:

  1. Program
  2. Nominations and Board Development
  3. Publicity and Recruitment
  4. Finance
  5. Such other committees as the Board may deem necessary from time to time

After these committees have been appointed and constituted, they shall be responsible for their respective duties, and shall report to the Executive Committee and Board from time to time as the circumstances may require.