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Secretary moves to replace the word Chair with President throughout

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Steve Dogiakos 2022-02-21 13:59:55 -07:00
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@ -27,9 +27,9 @@ The Board of Directors may fill vacancies due to the resignation, death, or remo
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.
## 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 Chair is empowered to excuse Directors from attendance for a reason deemed adequate by the Board Chair.
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.
Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board Chair. Regular meetings of the Board may be held without further notice; however the Board Chair or Executive Director shall use best efforts to send an electronic or written reminder of regular meetings a minimum of ten (10) days before the meeting.
Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board Chair. Regular meetings of the Board may be held without further notice; however the Board President or Executive Director shall use best efforts to send an electronic or written reminder of regular meetings a minimum of ten (10) days before the meeting.
Special Meetings. Special meetings of the Board may be called by the Board Chair, by any two members of the Executive Committee, or by 10 percent of the Directors. A special meeting must be preceded by at least 2 days’ notice to each Director of the date, time, and place, but not the purpose, of the meeting.
Notice of Board Meetings. If notice is given of a regular or special meeting, notice must be given to each Director either personally, by U.S. mail or private carrier, or other form of electronic, wire, or wireless communication by correct address or authenticated electronic identification shown in the Corporation’s record of Directors. If e-mailed, a notice shall be deemed delivered when delivery receipt is received or an electronic notice of delivery is returned to the sender of the notice. If mailed, a notice shall be deemed delivered at the earliest of
five days after deposited in the U.S. mail, as evidenced by the postmark, if it is mailed postpaid and with the correct postage to the Director,
@ -65,9 +65,9 @@ Each Board Officer shall serve a one (1) year term of office. Unless elected to
## 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.
The Board Chair shall be the Chief Volunteer Officer of the Corporation. The Board Chair shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.
The Board President shall be the Chief Volunteer Officer of the Corporation. The Board President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.
## 4.05 Vice-Chair.
In the absence or disability of the Board Chair, the ranking Vice-Chair or Vice-Chair designated by the Board of Directors shall perform the duties of the Board Chair. When so acting, the Vice-Chair shall have all the powers of and be subject to all the restrictions upon the Board Chair. The Vice-Chairs shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board Chair.
In the absence or disability of the Board Chair, the ranking Vice-President or Vice-President designated by the Board of Directors shall perform the duties of the Board Chair. When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions upon the Board Chair. The Vice-Chairs shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board Chair.
## 4.06 Secretary.
The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of Directors, and committees as required by these Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Board Chair. The Secretary may appoint, with approval of the Board (or the Executive Committee), a member of the staff to assist in the performance of all or part of the duties of the Secretary.
## 4.07 Treasurer.
@ -80,14 +80,14 @@ Directors are not restricted from being remunerated for professional services pr
The Executive Director shall be an Officer of the Corporation, appointed by the Board. If the Executive Director resigns as an Officer of the Corporation, he or she may no longer serve as Executive Director. The Board of Directors may designate additional Officer positions of the Corporation and may appoint and assign duties to other non-director Officers of the Corporation.
# ARTICLE V COMMITTEES
## 5.01 Committees.
Standing and Special Committees. The committees of the Board shall be standing and special, and each Board committee shall have membership, duties, and powers established in these Bylaws and the Board resolution or charter creating the committee. Standing committees perform continuing functions on behalf of the Board. Special committees perform specific, limited tasks of the Board. In addition to the standing committees established in these Bylaws, the Board Chair may establish standing and special committees.
Creation of Committees and Appointment of Members. All Board committees shall be created by the Board Chair, and the Board Chair shall appoint all committee members and fill any vacancies; provided, however, that the Executive Committee may create interim special committees of the Board and establish their membership between meetings of the Board, subject to Board ratification at the next regular or special meeting of the Board. Each committee must be composed of two or more voting Directors and may include non-director members without the power to vote.
Standing and Special Committees. The committees of the Board shall be standing and special, and each Board committee shall have membership, duties, and powers established in these Bylaws and the Board resolution or charter creating the committee. Standing committees perform continuing functions on behalf of the Board. Special committees perform specific, limited tasks of the Board. In addition to the standing committees established in these Bylaws, the Board President may establish standing and special committees.
Creation of Committees and Appointment of Members. All Board committees shall be created by the Board Chair, and the Board President shall appoint all committee members and fill any vacancies; provided, however, that the Executive Committee may create interim special committees of the Board and establish their membership between meetings of the Board, subject to Board ratification at the next regular or special meeting of the Board. Each committee must be composed of two or more voting Directors and may include non-director members without the power to vote.
## 5.02 Committee Manner of Acting.
The provisions of these Bylaws which govern meetings, manner of acting, action without meetings, notice, waiver of notice, and quorum and voting requirements of the Board shall apply to committees of the Board and their members.
## 5.03 Executive Committee.
The Board shall have an Executive Committee with powers established by the Board, consistent with these Bylaws. The Chair of the Corporation shall serve as Chair of the Executive Committee and the membership of this committee shall also include the Vice Chair(s), Treasurer, Secretary, and Executive Director.
The Board shall have an Executive Committee with powers established by the Board, consistent with these Bylaws. The President of the Corporation shall serve as President of the Executive Committee and the membership of this committee shall also include the Vice Chair(s), Treasurer, Secretary, and Executive Director.
## 5.04 Governance Committee.
The Board shall have a Governance Committee with powers established by the Board, consistent with these Bylaws. The Board Chair 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 Chair or a majority vote of Board. The Governance Committee may recommend to the Board Chair names of individuals to be appointed to the Advisory Council.
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.
## 5.06 Development Committee.
@ -119,7 +119,7 @@ The Corporation shall keep correct and complete books and records of account and
## 8.02 Conflict of Interest.
The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation's interest when it is contemplating any transaction or arrangement which may benefit any Director, Officer, employee, or member of a Committee with Board-delegated powers.
## 8.03 Advisory Council.
The Board Chair may appoint an Advisory Council consisting of individuals who provide considerable value to the Corporation. The Advisory Council shall be limited to providing advice to the Board Chair on matters referred to the Council. Directors may not serve on the Advisory Council.
The Board President may appoint an Advisory Council consisting of individuals who provide considerable value to the Corporation. The Advisory Council shall be limited to providing advice to the Board President on matters referred to the Council. Directors may not serve on the Advisory Council.
## 8.04. Actions Regarding Ownership Interests.
The Board shall exercise membership powers and ownership interests, if any, either by Board action in accordance with these Bylaws or by delegation of authority to act for the Corporation to the Executive Committee or Executive Director or his or her designees.
## 8.05 Collections and Ethics Policies