Board of Directors

By | November 2, 2010

This is an exerpt from the Bylaws to give an overview of the Board of Directors. For the complete document, please refer to blog post Forming the Organization: EIN, Articles of Incorporation, Bylaws, 501(c)(3) & Other Foundation Documents

The corporation shall have seven directors and collectively they shall be known as the board of directors.


It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation, or by these bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;

(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these bylaws;

(e) Register their addresses with the secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Each director shall hold office until the next annual meeting for election of the board of directors as specified in these bylaws, and until his or her successor is elected and qualifies.


Directors shall serve without compensation

Any meeting of directors, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another.

Regular meetings of directors shall be held on November 1 at 7:00 PM

at the annual meeting of directors held on November 1, directors shall be elected by the board of directors

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, or by any two directors

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by email, telephone or telegraph.

QUORUM FOR MEETINGS

A quorum shall consist of three directors.

no business shall be considered by the board at any meeting at which a quorum … is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting

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

Meetings of the board of directors shall be presided over by the chairperson of the board or, if no such person has been so designated or, in his or her absence, the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

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 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.

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation)

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