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Mr. Dogiakos replace “Annual Corporate Board meeting” w/ AGM

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Steve Dogiakos 2022-02-21 14:03:01 -07:00
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@ -17,7 +17,7 @@ The Corporation shall have the power, directly or indirectly, alone or in conjun
3. Distribution Upon Dissolution. Upon the dissolution of the organization, the collection shall be transferred to the designated Bureau of Land Management repository, other assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3), or shall be distributed to the federal government or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
# ARTICLE III BOARD OF DIRECTORS
## 3.01 Number of Directors.
The Corporation shall have a Board of Directors consisting of at least five (5) Directors and no more than twenty-three (23) Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of the Directors, to have approximately one-third of the Board elected, but not fewer than three Directors, at the Annual Corporate Board Meeting
The Corporation shall have a Board of Directors consisting of at least five (5) Directors and no more than twenty-three (23) Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of the Directors, to have approximately one-third of the Board elected, but not fewer than three Directors, at the Annual General Meeting
## 3.02 Powers.
Except as otherwise provided by law, all corporate powers are exercised by or under the authority of the Board and the affairs of the Corporation are managed under the direction of the Board.
## 3.03 Terms.
@ -25,7 +25,7 @@ All Directors will be elected to serve three (3) year terms; provided, however,
## 3.04 Vacancies.
The Board of Directors may fill vacancies due to the resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled Board position, subject to the maximum number of Directors under these Bylaws.
Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
Filling Previously Unfilled Positions. Each Director appointed by the Board between the Annual Corporate Board Meeting to add a Director to a previously unfilled Board position shall stand for election for the balance of the term with the next slate of candidates presented to the Board for election under these Bylaws.
Filling Previously Unfilled Positions. Each Director appointed by the Board between the Annual General Meeting to add a Director to a previously unfilled Board position shall stand for election for the balance of the term with the next slate of candidates presented to the Board for election under these Bylaws.
## 3.05 Removal of Directors.
A Director may be removed by a majority vote of the Board of Directors then in office if a Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve (12) month period. The Board President is empowered to excuse Directors from attendance for a reason deemed adequate by the Board Chair.
## 3.06 Board of Directors Meetings.
@ -48,8 +48,8 @@ No Proxy Voting. Directors may not vote or sign Board resolutions or consents by
Participation. Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, by telephone conference call, or similar remote communication.
3.08 Action Without Meeting.
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such action may be taken by e-mail if an electronic copy of the resolution is printed out, signed and returned to the Secretary by all Directors. Such consent shall have the same effect as a unanimous vote and shall be placed in the minutes by the Secretary.
## 3.09 Annual Corporate Board Meeting
The first Board Meeting of the calendar year shall be considered the Annual Corporate Board Meeting (ACBM). The following business or reports shall be conducted or presented at the ACBM:
## 3.09 Annual General Meeting
The first Board Meeting of the calendar year shall be considered the Annual General Meeting (ACBM). The following business or reports shall be conducted or presented at the ACBM:
Election of Directors. Election of Directors to serve on the Board of Directors.
Election of Officers. The Board shall elect Board Officers.
Financial Report & Budget. The most recent year’s activities and financial report and the budget for the upcoming year will be presented.
@ -61,7 +61,7 @@ In order to be eligible as a Director on the Board of Directors, the individual
## 4.01 Board Officers.
The Board Officers of the Corporation shall be a Board Chair, Vice-Chair, Secretary, and Treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each Board Officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an Officer authorized by the Board to prescribe the duties and authority of other Officers. The Board may also appoint additional Vice-Chairs and such other Officers as it deems expedient for the proper conduct of the business of the Corporation, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more Board offices, but no Board Officer may act in more than one capacity where action of two or more Officers is required.
## 4.02 Term of Office.
Each Board Officer shall serve a one (1) year term of office. Unless elected to fill a vacancy in an Officer position, each Board Officer’s term of office shall begin upon the adjournment of the Annual Corporate Board Meeting at which elected and shall end upon the adjournment of the Annual Corporate Board Meeting during which a successor is elected.
Each Board Officer shall serve a one (1) year term of office. Unless elected to fill a vacancy in an Officer position, each Board Officer’s term of office shall begin upon the adjournment of the Annual General Meeting at which elected and shall end upon the adjournment of the Annual General Meeting during which a successor is elected.
## 4.03 Removal and Resignation.
The Board of Directors may remove an Officer at any time, with or without cause. Any Officer may resign at any time by giving written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
## 4.04 Board Chair.
@ -89,7 +89,7 @@ The Board shall have an Executive Committee with powers established by the Board
## 5.04 Governance Committee.
The Board shall have a Governance Committee with powers established by the Board, consistent with these Bylaws. The Board President shall appoint a Committee Chair. The Governance Committee shall submit recommendations for Directors to the Board thirty (30) days before the AGMM, and shall track Director terms in compliance with these bylaws. Any amendments to these Bylaws will be referred to the Governance Committee, and the Committee may recommend Bylaws changes to the Board. The Governance Committee shall be convened to address ethical issues as referred by the Board President or a majority vote of Board. The Governance Committee may recommend to the Board President names of individuals to be appointed to the Advisory Council.
## 5.05 Finance Committee.
The Board shall have a Finance Committee with powers established by the Board, consistent with these Bylaws. The Treasurer shall be the Committee Chair. The Finance Committee shall prepare the Annual Budget to present to the Board at the Annual Corporate Board Meeting.
The Board shall have a Finance Committee with powers established by the Board, consistent with these Bylaws. The Treasurer shall be the Committee Chair. The Finance Committee shall prepare the Annual Budget to present to the Board at the Annual General Meeting.
## 5.06 Development Committee.
The Board shall have a Development Committee with powers established by the Board, consistent with these Bylaws.
# ARTICLE VI EXECUTIVE DIRECTOR & STAFF