- Created: Saturday, 01 May 2010 17:01
- Last Updated: Tuesday, 20 May 2014 18:07
ARTICLE 7 Board of Directors
The affairs of the corporation shall be managed by the board of directors, which shall be responsible for determining all matters of policy and the proper performance by the corporation’s officers of their respective duties.
7.02. Size of Board and Qualifications.
The Board of Directors shall consist of not less than five (5) and no more than nine (9) individuals. Each director shall be resident of the State of Arizona and a member in good standing of the Corporation as a condition to holding such office. The size of the Board of Directors may be increased or decreased, within the foregoing limits, by a majority vote of the members present and entitled to vote thereon at any annual membership meeting. In the event the size of the Board of Directors is changed at any annual meeting, the election of the Board of Directors shall be postponed for not less than thirty (30), and not more than sixty (60) days from the date of such annual meeting. At such subsequent meeting for the election of the vacant Board of Director positions, the members of the Board of Directors shall be elected in accordance with the provisions of this Article 7, and shall retain the staggered terms of directors.
7.03. Manner of Election.
Members elected to a director position will serve a term of two years commencing upon the adjournment of the annual meeting and until his or her successor is elected and qualified. The secretary of the corporation will cause the results of the election to be published to the membership. The terms of the directors shall be staggered.
Annual voting for club directors shall be conducted through a third party voting system. Electronic or hybrid type (combination of electronic and conventional) voting can be used. Electronic voting will be done through a third party website using email notification and passwords, conventional voting when requested will be through the US mail system or similar with a ballot that is sent by and returned to the vendor. No voting will take place at the meeting nor will ballots be accepted at the meeting.
The board shall appoint an elections secretary to carry out the election process and ensure the vendor selected to conduct the elections has the most current voting membership lists and contact information. It is the member’s responsibility to ensure his or her information is up to date with the membership director. New members (new during the open election period) wishing to vote must ensure the elections secretary has their information and has confirmed it with the membership director.
The position of elections secretary will be appointed by the Board of directors, and must not be a candidate for election or re-election. "It is recommended that the position of Elections Secretary be held by the club Certified Public Accountant. If the CPA is not available the Elections Secretary can be appointed by the Board of Directors to any club member who is not a candidate for election."
The election period will be open for 14 days prior to the close of the voting. The election period should be closed to all voting no later than noon (12pm) on the day of the Annual Meeting. The elections secretary will be responsible for bringing the official third party results to the annual meeting and reporting the results to the membership. The results as supplied from the election vendor will be considered official and final.
Members wishing to seek election for the Board of Directors can be nominated at the monthly club meeting in June by voting members in good standing. If monthly club meetings have been discontinued a special meeting will be held for the purpose of nominations. Those seeking office or reelection are encouraged to submit a bio to the club secretary and to the elections secretary for posting and emailing to club members. Most 3rd party voting systems have accommodations for candidate bio’s. Also the club secretary will publish an email of all of the nominees.
7.05. Annual Meetings.
Each annual meeting of the board of directors is to be held immediately following the holding of each annual meeting of the membership. At the annual meeting, the directors shall elect officers and transact such other business as may be properly brought before the meeting. If any annual meeting of directors is for any reason not held on the date determined as aforesaid, a deferred annual meeting of directors may thereafter be called and held in lieu thereof, at which the same proceedings may be conducted. Any officer elected at any annual meeting or deferred annual meeting of directors will hold office for a term of one year, commencing on the first day of the next succeeding fiscal year of the corporation, and until his or her successor is elected and qualified.
7.06. Special Meetings.
Special meetings of the directors may be held whenever and wherever called for by the president or by the written demand of not less than four of the directors. Any written demand by directors shall state the purpose or purposes of the proposed meeting, and business to be transacted at any such meeting shall be confined to the purposes stated in the notice thereof, and to such additional matters as the chairman of the meeting may rule to be germane to such purposes.
Notice of regular and special meetings of the directors shall be given to each director, orally or in writing, at least twenty four hours before the time fixed for the meeting, and such notice shall advise each director as to the time, place and general purpose of the meeting, and shall be delivered personally, or by telephone, fax or telegram, or mailed, postage prepaid, to each director at his last post office address as it appears on the books of the corporation. Any director may waive call or notice of any annual, deferred annual or special meeting (and any adjourned thereof) at any time before, during which or after it is held. Attendance of a director at any such meeting in person will automatically evidence his waiver of call and notice of such meeting ( and any adjournment thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been called or noticed.
A quorum for the transaction of business at any meeting or adjourned meeting of the Board of Directors will consist of a majority of those then in office. Once a quorum has been formed, if directors leave the meeting so that the remaining directors are insufficient to form a quorum, the remaining Board of Directors shall no longer have the authority to conduct business which would require a quorum to be present.
Any matter submitted to a meeting of the board of directors will be resolved by a majority of the votes cast thereon.
The board of directors, from time to time, by resolution adopted by a majority of the full board, may appoint standing or temporary committees from its membership and vest such committees with such powers as the board may include in its resolution. The board of directors shall select the members and chairman of such committees, and may remove and replace the same at anytime at its discretion.
7.11. Presumption of Assent.
A director of the corporation who is present at a meeting of the board of directors or of any committee at which action is taken on any matter will be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the secretary of the corporation within two business days after the adjournment of the meeting. A right to dissent will not be available to a director who voted in favor of the action.
7.12. Action by Directors Without a Meeting.
Any action required or permitted to be taken at a meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all directors, or committee members, as the case may be, consent thereto in writing. Such consent shall have the same effect as a unanimous vote of the directors or committee members of the corporation at a meeting duly called and noticed.
7.13. Meetings by Conference Telephone.
Any member of the board of directors, or of a committee thereof, may participate in any meeting of the board or such committee by means of a conference telephone or similar communication equipment whereby all members participating in such meeting can hear one another. Such participation shall constitute attendance in person.
The board of directors may establish sinking funds or other reserves, from time to time, by resolution, for any proper obligation of the corporation, provided, however, that any funds which are deposited or otherwise committed to the funding of any such reserve shall be used to defray only those obligations authorized in the boards resolution in effect at the time of such funding, unless other uses are expressly authorized and approved by two-thirds of all the members of the corporation (not merely those members present) at an annual or special membership meeting.
7.15 No Action by Board of Directors.
The Board of Directors shall take no action and engage in no agreement which would cause the Corporation to violate any of its agreements within a state, county or local government, and the Board of Directors shall be prohibited from taking any action which is prohibited by law, or from failing to take any action which is required by law.