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<br />I- <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />~ of. b <br /> <br />each shall be a Member. The Term of a Director is three years, and the initial <br />Terms will be staggered so that one directorship expires each year. Directors will <br />take office immediately following their election. <br />5.3. Regular Meetings of Board. A regular annual meeting of the Board will be held <br />approximately one month prior to the annual meeting of the Members. At this <br />meeting the Board will establish the agenda for the annual membership meeting, <br />finalize the proposed annual budget, and send out notice of the annual <br />Membership meeting. Immediately after the annual Membership meeting, the <br />Board will hold a meeting to elect officers and conduct any business necessary <br />as directed by the Members. <br />5.4. Special Meetings. Special meetings of the Board may be called at the request of <br />any Director. <br />5.5. Notice. Notice of any meeting of the Board, including the purpose for the <br />meeting, will be given at least two days prior by personal communication or <br />written notice delivered personally to each Director. Any Director may waive the <br />notice requirement for any meeting, and the attendance of a Director at any <br />meeting will constitute a waiver of notice of that meeting. <br />5.6. Quorum. A majority of Directors will constitute a quorum for the transaction of <br />business at any meeting of the Board. A Director may attend a meeting by <br />telephone conference, but not by proxy. <br />5.7. Informal Action by Directors. Any action that may be taken at a meeting of the <br />Board may be taken without a meeting if consent, in writing setting forth the <br />action so taken, is signed by all the Directors. <br />5.8. Compensation. Directors will not receive any salaries for their services, however <br />travel and other expenses may be reimbursed by resolution of the Board. <br />5.9. Vacancies. Any vacancy occurring in the Board may be filled by vote of a <br />majority of the remaining Directors, even if less than a quorum of the Board, for <br />the unexpired term of the predecessor in office. <br /> <br />Article VI. Powers and Duties of Board of Directors <br />6.1. Authority. The Board shall have the general power to act for and on behalf of the <br />Company in any manner not prohibited by statute or by the Articles of <br />Incorporation. <br />6.2. Committees. The Board by resolution may designate one or more committees, <br />each of which shall consist of at least one Director. The committee will have <br />duties and responsibilities as directed by the Board. Each committee shall <br />appoint a chairman by majority vote. The committee shall report to the Board <br />and shall be governed by the same rules as the Board. <br />6.3. Officers. The Board shall annually elect a President, a Vice President and a <br />Secretary/Treasurer. <br />A. President. The President shall preside at all meetings of the Board, and <br />shall execute all written instruments on behalf of the Company, including <br />Membership Certificates, notes, bonds, contracts, mortgages and checks. <br />B. Vice President. The Vice President shall assist the President as <br />requested and exercise the powers of the President in the absence, <br />disability, death, resignation, removal or delegation of the President. <br />C. Secretary/Treasurer. The Secretary/Treasurer shall keep a record of the <br />proceedings of the Board and of the Membership, keep the books, <br />records and the Seal of the Company, attest to signatures of the officials <br />of the Company, deposit documents in a depository designated by the <br />Board, disburse funds on the proper order of the Board, make a report of <br />