No candidate not nominated by the Nominating Committee in the manner provided in paragraph( 1) above or by Benefit Members in the manner provided in paragraph( 2) above shall be eligible for election.( 4) Election. All nominations in accordance with Paragraph( c)( 1),( 2), and( 3) of this Article shall be placed before the Benefit Members for a vote. Election shall be by written ballot, or such other methods and procedures as the Board shall select. Benefit Members to receive ballots will be those on record in good standing as of the date established by resolution of the Board. The slate of candidates and mail or electronic ballots shall be sent to each Benefit Member on the timeline established by resolution of the Board. No ballot postmarked or, if voting is by some other means selected by the Board, received after the ballot deadline established by resolution of the Board shall be counted in such election. Directors shall be elected by a plurality of the votes cast by the Benefit Members. Each Benefit Member shall have one vote for each Board position subject to election. Cumulative / proxy voting is not permitted.
( d) Chair. The Board shall elect a Chair from among its members for a term of one( 1) year. The Chair shall preside at all meetings of the Board and perform such other duties as may be designated by the Board.
( e) Meetings.( 1) Regular Meetings. The Board shall hold regular meetings at least quarterly.( 2) Special Meetings. Special meetings of the Board shall be held whenever called by the Chair, or by any two Directors then in office.( 3) Place of Meetings. Regular, special, and adjourned meetings shall be held at such time and in such place as is designated by the Board. If no place is fixed for a meeting, the place of that meeting shall be the Society’ s home office.
( f) Notice. Notice of any regular or special meeting shall be sent to each Director, addressed to the Director at his or her residence or usual place of business at least seven( 7) days before the date on which the meeting is to be held; or shall be sent to him or her at such place by facsimile; or be delivered personally or by telephone or by email, not later than four( 4) days before the day on which the meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Unless otherwise provided by law, by the Articles of Incorporation, or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.
( g) Resignations. Any Director of the Society may resign at any time by giving written notice to the Chair or to the Secretary. Such resignation shall take effect at the time specified therein or, if the time is not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
( h) Removal; Vacancy. A Director may be removed from office for cause by an affirmative vote of a majority of the full Board at a meeting of the Board called for that purpose. A determination of cause shall be made in the reasonable discretion of the Board. Any vacancy occurring in the Board, including a vacancy created by an increase in the number of Directors, may be filled until the next succeeding regular election by the affirmative vote of a majority of the Directors then in office, although less than a quorum. A vacancy that will occur at a specific later date( by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs as provided above, but the new Director may not take office until the vacancy occurs. Such Directors shall qualify as elected Directors.
( i) Waiver of Notice. Whenever any type of notice is required to be given to any Director under the Articles of Incorporation or Bylaws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the Director entitled to such notice shall be deemed equivalent to the giving of such notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, unless that Director objects at the beginning of such meeting, or promptly upon arrival at such meeting, to the transaction of any business because the meeting was not lawfully called or convened and thereafter does not vote or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
( j) Quorum and Voting.( 1) Quorum. Except as otherwise provided by law or by the Articles of Incorporation or by these Bylaws, a majority of the number of Directors fixed in accordance with these Bylaws, shall constitute a quorum for the transaction of the Society’ s affairs and business. If a quorum is not present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.( 2) Voting. Except as otherwise provided by law or by the Articles of Incorporation or by these Bylaws, the act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board.
( k) Meetings by Electronic Communication. Meetings of the Board, or any other meeting of the Society at which minutes are kept, may be conducted through the use of any means of communication 1) by which all participants may simultaneously hear each other during the meeting or 2) by which all communication is immediately transmitted to each participant, and each participant is able to immediately send messages to all other participants. A participant in such a meeting is deemed to be present in person at the meeting.
( l) Unanimous Consent Without Meeting. Any action required or permitted by the Articles of Incorporation or by these Bylaws or by any provision of law to be taken by the Board of Directors at a meeting or by resolution, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to such action.
( m) Conduct of Meetings. The Chair, or in his or her absence, a Director in attendance selected by the Board, shall preside at meetings of the Board. The Society’ s Secretary shall act as secretary of all meetings of the Board, but in the Secretary’ s absence, the presiding officer of the meeting may designate an assistant secretary or any other of the Society’ s officers to act as secretary of the Meeting.
18 betterlifeins. com