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these Bylaws, as amended, requiring the vote of Voting Members at a meeting, except the <br />election of Directors. Non-Voting Members who have requested notice of ineetings shall be <br />entitled to receive the proposed written resolution to be voted on by the Voting IViembers and the <br />date on or before which votes must be received. <br />The Board of Directors may conduct elections of Directors by mail, in its sole discretion <br />and pursuant to procedures adopted by it; provided however, that any procedures adopted shall <br />provide for notice to all Members of the opportunity to run for a vacant position and/or nominate <br />any Member of the Club for a vacant position, subject to the nominated Member's consent. <br />ARTICLE 5. BOARD <br />Section 5.1 Number and Oualification. The affairs of the Kenosha Trout Club shall be <br />governed by a board of directors which shall consist of between seven (7) and tPn. �? 0) members, <br />three of whom shall be Officers. All directors shall be Members, elected or appointed as <br />p;o�ided below (the "Board"). Jnly Members, eligible to vote and otherwise in good standing, <br />may be elected to, or appointed to fill a vacancy on the Board. No more than one (1) Member <br />per Lot shall serve on the Board at any time. In the case where through removal or resignation, <br />the total number of Board members is less than seven (7), the Board will be considered properly <br />constituted until such vacancies are filled. The number of inembers of the Board may be <br />ir_cr°^�Ad or decreased by amendment of these Bylaws. If any Lot is owned by a partnership or <br />corporation, the Voting Member shall be eligible to serve as a Director and shall be deemed to be <br />a Member for the purposes of these Bylaws, as amended. <br />Section 5.2 Election. Election to the Board of Directors shall be by written ballot, <br />unless another procedure is agreed upon by the Voting Member� present in person at a meetir_a. <br />The persons receiving the largest number of votes shall be elected. Cumulative voting is not <br />permitted. <br />Section 5.3 Term of Office for Directors. The term of ��'fice of seven of the Directors <br />shall be seven (7) years. If additional directors are elected to serve as Officers, these directors <br />shall serve a term of one (1) year. Directors serving seven (7) year terms may also ser: ;, u� :.� <br />Officer for a concurrent one (1) year term, and service as an Officer shall not effect the length of <br />the Director's seven (7) year term. The terms of the Directors shall be staggered. <br />Section 5.4 Removal of Directors. One or more Directors, Officers or the entire Board <br />of Directors may be removed at any meeting of Members, at which a quorum is present, called <br />pursuant to Article 4 of these Bylaws, as amended, with or without cause, by a vote of a majority <br />of the Voting Members present in person or by proxy. Notice of a meeting of the Voting <br />Members to remove directors shall be provided to every Member of the Club, including the <br />Directors sought to be removed, as set forth in Article 4 of these Bylaws. Directors sought to be <br />removed shall have the right to be present at such meeting and shall be given the opportunity to <br />speak to the Members prior to a vote to remove being taken. In the event of removal of a <br />Director, his or her successor shall be elected by the Voting Members at this meeting and shall <br />serve for the unexpired term of his or her predecessor. In the event of the removal of the entire <br />�: <br />, W:\CLIENI�Kenosha Trout CIub�Bylaws, Am & Res - Final.wpd <br />lanuary 26, 2000 <br />