ARTICLE VII –GENERAL BOARD OF DIRECTORS

SECTION 1 –POWERS:

The General Board of Directors shall have full power to conduct, manage, and control the affairs and busiess of the Friends and to make such rules and regulations that are not
inconsistent with law, or with the Articles of Incorporation and these Bylaws.

SECTION 2 –NUMBER AND TERM:

The General Board of Directors shall be composed of the eight (8) elected officers, the Immediate Past president, who serves as advisor, Chairman of each Standing and Special Committee, and a Parliamentarian. Executive Board members are elected at each annual meeting, take office immediately following installation, and hold office until the next annual membership meeting.

SECTION 3 –BOARD MEETINGS:

The general Board of Directors shall meet on a date prior to the general meetings.

SECTION 4 - VOTING:

Each Board member shall be entitled to one vote on issues before the Board. No absentee or proxy voting shall be permitted. Majority of votes cast will constitute approval.

SECTION 5 –SPECIAL BOARD MEETING:

A special meeting of the General Board of Directors may be called by the President or by any two (2) of the board Members. At any such special meeting, only such business as stated in the call for such meeting shall be transacted.When a Special board Meeting is called, the secretary shall give the Board members notice of such meeting by mail or telephone, stating the time, place and business to be transacted.

SECTION 6 –QUORUM:

At a scheduled board meeting, a majority of the number of Directors, then in office, present in person, shall constitute a quorum for all purposes, except otherwise provided by law. A quorum of the General Board shall consist of a majority of the General Board Members.

SECTION 7 –VACANCIES:

All vacancies of the Board of directors shall be filled by appointment of the President with the approval of the executive Board of directors.

SECTION 8 –ATTENDANCE AT BOARD MEETINGS:

Board Members are required to attend all board Meetings unless excused by the President. More than three (3) unexcused absences shall constitute a resignation.

SECTION 9 –COMPENSATION:

Directors and members of committees may not receive any compensation for their services, but may receive such reimbursement for expenses as may be authorized by the Board.

SECTION 10 –INDEMNIFICATION/LIABILITY INSURANCE:

Subject to the limitations of Section 5238 of the non-Profit Public Benefit Corporation Law, the Board of Directors shall have authority to indemnify its officers, directors, and agents against any liability asserted against or incurred by them by reason of their activities on behalf of the Friends, and to purchase and maintain insurance on behalf of any agent of the Friends against such liability.

SECTION 11 –NON-LIABILITY OF DIRECTORS:

The Directors shall not be personally liable for the debts, liabilities or other obligations of the Friends.

Close Window