Article VII Board Meetings •
- Place of Meetings: Meetings by Telephone. Regular and special meetings of the Board of Directors may be held at any place that has been designated from time to time by resolution of the Board and stated in the notice of the meeting. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Notwithstanding the above provisions of this Section 1, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
- Annual Meeting of Directors. Following each annual meeting of Members, the Board of Directors may hold a regular meeting for the purpose of organization and transaction of business. Notice of this meeting shall not be required.
- Other Regular Meetings. At each meeting the Board of Directors shall fix the time and place of its next regular meeting or meetings. There shall be four regular meetings per year held quarterly.
- Special Meetings of the Board. The President, at his or her discretion, may call special meetings of the Board of Directors. Upon written request of a majority of the Directors filed with the Secretary,, requesting the President to call a special meeting of the Board, the President shall within five (5) days thereafter call such meeting. If the President shall, for any reason, fail or refuse, for a period of five (5) days after request, therefore, to call a special meeting, the Secretary, or some other person designated by the Directors requesting said meeting, shall call the meeting. The date fixed for such meeting shall not be less than five (5) days nor more than ten (10) days from the date of such call.
- Notice of Meetings.
(a) Manner of Giving. Notice of the time and place of regular and special meetings (except the annual meeting) of the Board shall be given to each Director and each officer by one of the following methods:
(i) by personal delivery of written notice,
(ii) by first-class mail, postage prepaid, at least four days prior to the meeting,
(iii) upon 48 hours notice by telephone communication, either directly to the director or to a person at the director’s home or office who would reasonably be expected to communicate such notice promptly to the director, or
(iv) by telegraphic or facsimile transmission with charges prepaid and receipt confirmed.
All such notices shall be given or sent to the director’s address or telephone, telegraphic, or facsimile number as shown on the records of the Corporation. Notice of a meeting need not be given to any director who signed a written waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, as more particularly provided in Section 8 of this Article VII. Notice shall be deemed to have been given at the time when delivered personally in writing or by telephone, deposited in the mail, or sent by telegraphic or facsimile transmission. Notice need not be given for regular meetings if fixed in these bylaws or by the Board.
(b) Notice Contents. Notices shall state the date, time, place, and, if required by law or by these Bylaws, the general purpose of the meeting.
- Attendance by Members. Attendance shall be limited to Active Members and to those approved by the Executive Committee or by the Board of Directors. The Board shall be entitled to adjourn at any time for purposes of reconvening in executive session to discuss legal matters, personnel matters, or business of a similar nature.
- Quorum Requirements. A majority, of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article VII. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting.
- Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Corporation records or made a part of the minutes of the meeting. The requirement of notice of a meeting shall also be deemed to have been waived by any director who attends the meeting without protesting before or at its commencement the lack of notice.
- Adjournment. A majority, of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening in executive session to discuss and vote upon personnel matters, litigation in which the Corporation is or may become involved, and business of a similar nature; provided, however, that adjournment to executive session can only be effected by approval of [a majority of a quorum of the Board.] [any officer or legal counsel to the corporation.] The nature of any matter to be considered in executive session must first be announced in open session. If the meeting is adjourned for more than twenty-four (24) hours, notice of adjournment to any other time or place shall be given prior to the time of the reconvened meeting to the directors who are not present at the time of the adjournment. Except as hereinabove provided, notice of adjournment need not be given.
- Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
- Compensation of Board. No compensation shall be put to the Directors. No remuneration shall be paid to a Director for services performed by the Director for the Corporation in any capacity, unless resolution authorizing such remuneration shall have been adopted by the Board before the services were rendered. A Director may not be an employee of the Corporation.