BOARD OF DIRECTORS
Section 1 – Powers
The Board of Directors shall have supervision, control, and direction of the affairs of the Chapter, determines or changes policies within the limits of the Articles of Incorporation or the bylaws, has discretion in the disbursement of Chapter funds, and shall actively pursue the Chapter’s purposes. The Board may adopt rules and regulations for the conduct of Chapter business as are advisable and may, in the execution of the powers granted, appoint such agents it considers necessary.
The act of a majority of directors who are present at a duly called meeting, at which a quorum exists, is the act of the Board, unless the Articles of Incorporation or these bylaws require the act of a greater number.
Section 2 – Composition
The Board of Directors shall be composed of the Chapter Officers, Members-at-Large (no more than 5), resident director, and Councillor(s). All directors have the right to vote as directors.
Section 3 – Terms
Elected directors shall serve a term of two years and may serve unlimited consecutive terms. Terms begin at the end of the annual meeting.
Section 4A – Nomination and Election
The Nominating Committee shall present to the Board a list of nominees for available elected Board positions at least sixty (60) days prior to the date of the election. Nominees must be regular members in good standing. Nominations from the floor at the time of elections are allowed. Voting must be in person. A majority of the legal votes cast by Chapter members voting elects the directors. Write in votes are allowed.
Section 4B – Balloting Procedures
On individual ballots, members must cast the same number of votes as the number of positions to be filled. When more candidates receive a majority of the legal votes cast than the number of positions to be filled, the candidates with the highest vote totals are elected. When all positions are filled but one and there are three or more candidates for the sole remaining position with none receiving a majority of the legal votes cast, only the two candidates with the highest vote totals remain on the next ballot. Ties are broken by revote.
Section 5 – Meetings
The Board shall have a minimum of one meeting each year. Notice of all regular meetings of the Board of Directors must be communicated in writing or electronic communications to each member of the Board at least ten (10) days in advance of each meeting. Board meetings may be conducted by telephone conference call or other electronic medium. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board. Special meetings of the Board of Directors may be called by the President or the Executive Committee on 48 hour notice with the same quorum requirements.
Section 6 – Removal
Any director may be removed from office by a three quarter vote of the legal votes cast by the members voting at any Chapter meeting. Removal must be initiated by a majority vote of the Board of Directors or a petition signed by no less than one-third of the number of members casting legal votes at the meeting at which the director was elected. Any vacancy created by removal is filled for the remainder of the unexpired term by a majority of the legal votes cast by the members at the meeting at which the removal occurred. The presiding officer shall accept nominations from the floor for any vacancy resulting from a removal.
Section 7 – Resignation
Any director may resign at any time by giving written notice to the President or to the Board. Resignation takes effect immediately or at the time specified therein.
Section 8 -Vacancies
The remaining directors, by a majority of legal votes cast by the members at a meeting called for the purpose, fills vacancies on the Board for any reason, other than vacancies resulting from a removal, for the remainder of the term.
Section 9 – Remote Communication Technology
Any meeting of the Board of Directors and any actions taken in person therein, may be conducted using remote communication technology in conjunction with any applicable jurisdictional law.