Amended Bylaws, Final, April 2016 - page 4

Amended April, 2016
Page 4
Section 8. Notice.
A thirty (30) day written notice of regular board meetings shall be given to all
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Directors. Notice may be given by U.S. mail or via electronic delivery. An agenda for the meeting shall
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be provided within ten (10) days of the meeting.
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Section 9. Quorum.
A quorum for the transaction of business at any regular or special meeting of the
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Board of Directors shall consist of a simple majority of the total number of Directors on the Board.
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Section 10. Manner of Acting.
The act of the Directors present at any meeting in which there is a
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quorum shall be the act of the current elected and appointed Board of Directors, unless the act of a
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greater number is required by law or by these Bylaws.
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Section 11. Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by a majority
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vote of the Board of Directors. The term of a Director elected to fill a vacancy shall be for the unexpired
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term of his or her predecessor.
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Section 12. Powers and Duties of the Board of Directors.
The powers and duties of the Board of
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Directors shall include the following:
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A. To adopt such policies and procedures as are consistent with the Articles of Incorporation and
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these Bylaws;
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B. To give a full and complete oral report of the activities of the Board of Directors and to
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provide a written copy of this report at the
annual
meeting of the Corporation;
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C. To review, alter, amend and to approve the final iteration of the Corporation's annual budget at
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the first meeting of the fiscal year;
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D. To approve and authorize all purchases, sales or encumbrances of real property;
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E. To elect a President, Vice President, Secretary, and Treasurer at the last meeting of the fiscal
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year by secret paper ballot;
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F. To select and employ individuals as needed and determine compensation;
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G. To assist any employees and volunteers in the performance of duties;
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H. To contract, rent or lease for, and manage and control the affairs of the Corporation; and,
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I. To exercise all powers of the Corporation and do such lawful acts and things as are not by
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statute or by the Articles of Incorporation or by these Bylaws forbidden to be done.
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Section 13. Removal of Directors.
Any Director may be removed from office for:
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A. Violation of the IACA Code of Ethics. Such removal shall require a vote of two-thirds (2/3)
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of the Directors present at a duly constituted meeting of the Board.
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B. Absence from any two of the four quarterly meetings (unless there are extenuating
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circumstances which must be excused by the President).
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C. Such removal will occur automatically upon the second absence and shall not require Board
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action. Notification of removal will be provided in writing by the President.
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