General Overview
Posted Sep 27, 2016

Section 1. Number of Board of Directors. The corporation shall be managed by a Board of Directors (BOD) consisting of 6.

Section 2. Adverse Interest. In the determination of a quorum of the BOD, or in voting, the adverse interest of a BOD shall not disqualify the director or invalidate his or her vote.

Section 3. Procedures. The vote of a majority of the BOD present at a properly called meeting at which a quorum is present shall be the act of the BODs, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the BOD at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The BOD shall keep written minutes of its proceedings in its permanent records.

Section 4. Emergency Action. Should action be required when it is not possible to assemble the BOD in a properly called meeting written or oral approval of the proposed action by a BOD majority may be obtained in a poll of the entire BOD authorized by the President. Any action so taken shall be recorded in the minutes of the next properly called BOD meeting.

Section 5. Informal Action. Any action required to be taken at a meeting of BOD, or any action which may be taken at a meeting of BOD or of a committee of BOD, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed, agreed by email or Text Message by all of the BOD or all of the members of the BOD, as the case may be.

Section 6. Removal or Vacancy. The BODs shall have the power to remove an officer or agent of the corporation. The BOD will have to combine with a 5/6 vote to be approved. Any vacancy that occurs for any reason may be filled by the BODs until the term of the vacated spot expires.

Section 7. Budgets. The BODs shall approve the annual budget of the organization during the first quarter of each calendar year upon recommendation of each respective Committee.

Section 8. Personnel Responsibilities. The BODs may employ and discharge volunteers or employees of the organization and may prescribe their duties and compensation. The BOD shall discharge its duties with respect to personnel organizational matters without regard to age, sex, race, color, creed, sexual orientation, or the national origin of any person.

Section 9. Records. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the organization.

Section 10. Compensation. No BOD member or officer of or any member of a committee shall receive at any time any of the net earnings or profit from the operations of the organization. However, this shall not prevent the payment to any such person of reasonable compensation for services rendered to or for the organization. Such compensation shall be fixed by the BODs from time to time.