Section 4.02. Governing Powers. The Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of this corporation and may do all such acts and things as are not by law or by the Articles of Incorporation or by these By-Laws directed to be exercised and done by the Members.
Section 4.03. Executive CommitteeElection and Term of Office. The Board One third (1/3) of the Directors shall be elected at each annual meeting as defined in Section 3.02 hereof or by mail in such manner as may appoint an Executive Committee and other committees and may delegate to the Executive Committee any of the powers and authority of be determined by the Board of Directors in , and the candidates receiving the management highest number of votes up to the business and affairs number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the corporationnumber of terms they may serve, except the power provided they continue to adopt, amend, or repeal meet the By-Lawsqualifications required by Section 4. The Executive Committee 01. Each Director shall be composed hold office for a term of not less than three (3) Directorsyears and until his successor is elected and qualified.
Section 4.04. Election and Term of OfficeCompensation. One third (1/3) of the Directors No compensation shall be elected at each annual meeting as defined in Section 3.02 hereof paid to Directors for their services or by mail for their service in such manner as may be determined by the Board of Directorsany other capacity, and the candidates receiving the highest number of votes up or pursuant to the number of Directors to be elected are electedany other contractual arrangement whatever. Directors shall may be eligible reimbursed for reelection without limitation on actual expenses incurred by them in the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.01. Each Director shall hold office for a term performance of three years and until his successor is elected and qualifiedtheir duties.
Section 4.05. Compensation. No compensation shall be paid to Directors for their services or for their service in any other capacity, or pursuant to any other contractual arrangement whatever. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties. Section 4.06. Meetings.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least one (1) such meeting shall be held during the fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone, or confirmed email, at least seven (7) days prior to the day named for such meeting.
Quorum. A quorum of the Board of Directors for the transaction of business shall consist of no less than one-third (1/3) of the number of Directors authorized. If at any meeting there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. Members of the Board of Directors may grant proxy to other members of the Board of Directors to sit in their place.
Section 4.0706. Majority Action as Board Action. 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 is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these By-Laws require a greater number.
Section 4.0807. Action by Unanimous Written Consent Without Meetings. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the By-Laws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
Section 4.0908. Removal of Directors. The entire Board of Directors, or any individual Director, may be removed from office at any time by the vote of a majority of the Members of the corporation. An individual Director may also be removed by a ¾ vote of the number of Directors in office at a meeting called for that purpose. If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancy or vacancies created by their removal shall be filled as provided in Section 4.10 09 hereof.
Section 4.1009. Vacancies.
Vacancies in the Board of Directors shall exist (1) on the death, resignation, or removal of any Director; (2) whenever the number of Directors authorized is increased; and (3) on failure of the Members in any election to elect the full number of Directors authorized.
A person elected Director to fill a vacancy as in this section provided shall hold office for the unexpired term of his predecessor, or until his removal or resignation as in these By-Laws provided.
Section 4.1110. Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
==ARTICLE V — OFFICERS==
Section 5.11. Duties of Assistant Treasurer. If required by the Board of Directors, the Assistant Treasurer, if any there be, shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall, in general, perform such duties as shall be assigned to him, from time to time, by the Treasurer or by the Board of Directors.
==ARTICLE VI — EXECUTIVE COMMITTEE== Section 6.01. Designation. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate not less than three (3) Directors to constitute an Executive Committee. The designation of such Executive Committee, and the delegation of authority herein granted shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed on it or him by law. No member of the Executive Committee, so named due to holding any Office, shall continue to be a member thereof after he ceases to hold said office. The Board of Directors shall have the power at any time to change the number of members of the Executive Committee (which shall never be less than three (3)), to fill vacancies thereon, to change any member thereof, to change the functions, or terminate the existence thereof. Section 6.02. Powers. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be provided by law, these By-Laws, or by resolution of the Board of Directors, the Executive Committee shall have and may exercise all the authority of the Board of Directors in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal the By-Laws. The Executive Committee shall make a full report of all actions to the next meeting of the Board of Directors. Section 6.03. Meetings. Meetings of the Executive Committee may be held at such time and place as may be from time to time determined by the Executive Committee upon the giving of notice personally, or by mail, telephone or confirmed email, at least three (3) days prior to the date of the meeting. At least eleven (11) such meetings shall be scheduled during the fiscal year. Section 6.04. Quorum. A majority of the Executive Committee shall be necessary to constitute a quorum for the transaction of any business, and any act of the majority of the members present at such meeting at which a quorum is present shall be the act of the Executive Committee. Members of the Executive Committee may grant proxy to other members of the Executive Committee to sit in their place. Section 6.05. Terms of Office. The Chairman and each member of the Executive Committee shall serve until the next annual election of Directors and until his successor is appointed, or until such Executive Committee is sooner terminated, or until he is removed as a Director or Officer of the corporation, or until his membership in the corporation terminates, or until he shall otherwise cease to qualify as a chairman or Member, as the case may be, of the Committee, whichever occurs first. Section 6.06. Vacancies. Vacancies on the Executive Committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointments. ==ARTICLE VII — EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS==
Section 76.01. Execution of Instruments. The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 76.02. Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the President, the Treasurer, the Assistant Secretary, or the Assistant Treasurer, subject to such policies and restrictions as may be adopted by the Board of Directors or the Treasurer.
Section 76.03. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 76.04. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
==ARTICLE VIII VII — REPORTS==
Section 87.01. Annual Report and Financial Statement. The Board of Directors may provide for the preparation and submission to the Members a written annual report including a financial statement. Such report, if required by the Board of Directors, shall summarize the corporation’s activities for the preceding year and activities projected for the forthcoming years; the financial statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountant.
==ARTICLE IX VIII — FISCAL YEAR==
Section 98.01. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
==ARTICLE X IX — BY-LAWS==
Section 109.01. Effective Date. These By-Laws shall become effective immediately on their adoption. Amendments to these By-Laws shall become effective immediately on their adoption unless the Board of Directors or Members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.
Section 109.02. Amendment. Subject to any provision of law applicable to the amendment of By-Laws of nonprofit corporations, these By-Laws, or any of them, may be altered, amended, or repealed and new By-Laws adopted, as follows:
By Directors. Subject to the power of the Members to change or repeal them, by the vote of a majority of Directors present at any special or regular meeting of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the By-Laws thereat is delivered to each Director at least seven (7) days prior to the date of such meeting, or by the written consent of four-fifths (4/5) of the Directors without a meeting, provided that a By-Law fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in paragraph (b) hereof.
By Members. By the vote or written assent of a majority of the Members, or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with Section 3.04 hereof.
Section 109.03. Certification and Inspection. The original, or a copy, of the By-Laws as amended or otherwise altered to date, certified by the Secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open to inspection by the Members at all reasonable times during office hours.
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