V. Directors

§1. Board of Directors.

The property, business, and affairs of the Corporation shall be managed by a Board of Directors composed of nine members.

§2. Terms.

Directors of the Corporation shall serve for two-year terms as herein provided. Terms begin and end upon certification of the election by the Nominations and Elections Committee. In even-numbered years four directors of the Corporation shall be elected, and in odd-numbered years five directors of the Corporation shall be elected, provided, however, that at any regular annual meeting the membership shall elect a director or directors of the Corporation to fill a vacancy or vacancies due to death, resignation, removal, disqualification or if insufficient candidates were elected by the membership the previous year. When such a vacancy is to be filled at an annual meeting, the members shall elect to the two-year terms the four candidates with the most votes (in even-numbered years) or the five candidates with the most votes (in odd-numbered years), and shall elect to the vacant seats the candidate or candidates with the next highest number of votes until all vacancies are filled.

§3. Vacancies.

  1. A vacancy in the Board of Directors shall occur upon the death, resignation, removal, disqualification of a director of the Corporation or if insufficient directors are elected by the membership. A director of the Corporation may resign by giving notice in writing to the secretary. A director of the Corporation automatically shall be considered disqualified and to have vacated his/her office if he/she is absent from five out of ten consecutive regular meetings without permission of the Board during his/her term of office, or if he/she is employed or retained by the Corporation. Vacancies on the Board of Directors shall be filled by the remaining membership of the Board, after notice of the vacancies is publicized by the Board of Directors and a two week period is provided for submission of suggested names of candidates to the Board.
  2. If a vacancy on the Board shall occur, the Board shall, by a plurality of fifty percent or more of the remaining directors of the Corporation, name a member of the Corporation to fill the vacant directorship until the next regular annual meeting of the members.
  3. In the event that more than four seats on the Board of Directors shall become vacant, the provision of Article V, Section 3b shall be suspended and a special election by the members shall be held to fill the vacancies until the next regular annual meeting. A special election meeting shall be called within three weeks by the secretary or, if there is no secretary, by the Nominations and Elections Committee, which shall conduct the election. If the Nominations and Elections Committee shall not be available to call the meeting or conduct the election, the Audit Committee shall do so. To the extent feasible, such elections shall conform to other provisions of these Bylaws.

§4. Powers and Duties.

The Board of Directors shall direct the affairs of the Corporation and make necessary rules and regulations not inconsistent with the law, these Bylaws, or the decisions of the membership meetings. The Board may delegate duties to officers, committees, or other personnel, but it shall be responsible to the membership for their proper performance. It shall be the duty of the directors of the Corporation to attend Board meetings, to perform such tasks as may reasonably be assigned to them by the Board, to study the problems and work of the Corporation, to report thereon to the membership, and to make every effort to assist the Corporation to achieve its purpose. Specifically, the Board shall:

  1. Monitor the finances of the Corporation and operating results of its business, and take such action as is required to keep these in a healthy condition.
  2. Appoint, assign the duties of, and determine the salary of a general manager, who shall assume administrative control of the business of the Corporation. Employment or removal of the general manager must be voted by a majority of the entire Board of Directors. The general manager shall have the authority to employ or discharge all other employees of the Corporation.
  3. After consultation with the Audit Committee, annually appoint an auditor or auditing agency and define the scope of the audit.
  4. Provide adequate insurance of the property of the Corporation and adequate insurance against liabilities.
  5. Establish equitable personnel policies.
  6. Have power to borrow money and make financial. commitments for the conduct of the affairs of the Corporation However, the Board shall not be empowered to enter into new fields of business enterprise, to mortgage or sell corporate real property, or to sell subsidiary corporations without the prior approval. of the membership as provided for in Article VIII, Section 8.
  7. At all times keep the membership fully informed of the facts pertaining to the operation of the affairs of the Corporation and fully advise the membership of matters which have an important bearing upon the future operation of the affairs of the Corporation.
  8. Distribute a comprehensive written report, including audited financial statements, and a summary budget to all members at least one week in advance of the annual meeting of the Corporation. The audited financial statements shall consist of statements of income and expenses for the preceding two years. The summary budget shall itemize the major categories of revenue and expense for the current year. Prepare a detailed budget for the current year. The detailed budget shall segregate labor and material costs from other costs. A copy of the audited financial statements, summary budget and the detailed budget shall be made available to members upon request.
  9. Authorize expenditures subject to the provisions of these Bylaws.

§5. Meetings.

The Board shall hold regular meetings at least twice monthly except during the months of June, July, and August, when it shall meet at least once monthly. Special meetings of the Board shall be held within five days but not less than three days after call by the president or upon written request by at least two Board members to the secretary. The secretary shall mail or deliver written notice of regular and special Board meetings to each director of the Corporation at least three and not more than ten days prior to each such meeting, provided, however, that if every member of the Board shall waive his or her right to due notice of meeting, a special meeting may be called for any time. Notice of each special meeting shall state the object of the meeting, and no business other than that specified in the notice shall be transacted. A majority of the Board shall constitute a quorum at any Board meeting. Except with respect to expenditures and contracts (provided for in Section 11 of Article VIII), no item of business shall be finally acted on at a meeting at which it is first introduced if at least two directors of the Corporation request that final action be postponed until the next meeting.

§6. Compensation.

The members of the Board of Directors shall be compensated in such amount as the membership shall direct, provided that directors of the Corporation may, by prior approval of the Board, be further reimbursed for actual expenses incurred in behalf of or for the benefit of the Corporation.

§7. Ineligibility of Directors of the Corporation or Members of Their Families to Hold Positions with Compensation in the Corporation.

No member of the Board of Directors shall serve as manager or assistant manager of the Corporation until two years after the expiration of his or her term of office. No director of the Corporation or member of his or her immediate family shall be eligible to hold any office or position with compensation in the Corporation (except any elective office) for at least one year after the expiration of the director's term of office(unless such relative shall have held such position prior to and on the date the director of the Corporation became or shall have become a member of the Board of Directors) except with the express prior approval of a majority of the membership at a membership meeting of the Corporation held after the membership shall have been notified in the notice of the membership meeting that the question of the employment of such person will be considered at such membership meeting.