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Board, new Board members shall be elected by a vote of a majority of the Voting Members <br />present in person or by proxy. Directors so elected shall serve the unexpired term of his or her <br />predecessor. <br />Section 5.5 Vacancies. Vacancies on the Board caused by any reason (other than <br />removal) may be filled by appointment by a majority vote of the Board at any time after the <br />occurrence of the vacancy, even though the Directors present at that meeting may constitute less <br />than a quorum. Each person so appointed shall be a Director who shall serve until the next <br />annual meeting, at which time a director shall be elected by the Voting Members to serve the <br />remainder of the terin. <br />Section 5.6 Compensation. No Director shall receive compensation for any service he <br />or she may render as a Director to the Club. However, any Director may be reimbursed for <br />actual expenses incurred in the performance of Club duties. <br />ARTICLE 6. MEETINGS OF DIRECTORS <br />Section 6.1 Regular Meetings. Regular meetings of the Board of Directors shall be <br />held at such times, place an�i h���r �c may be fixed by the Board. The Board may set a schedule <br />of regular meetings by;resolution, and no further notice is necessary to constitute re�ular <br />meetings. All meetings of the Board shall be held within Park County or the Denver metropoli- <br />tan area unless all Directors consent in writing to another location. <br />Section 6.2 Special Meetings. Special meetings of the Board of Directors shall be <br />held when called by the President of the Club, or by any two Directors, after not less than three <br />(3) days' notice to each Director. Tne notice shall be delivered in a manner whereby confirma- <br />tion of receipt of the notice is received, and shall state the time, place and purpose of the <br />meeting. <br />Section 6.3 Waiver of Notice. Any Director may waive notice of any meeting in <br />writing. Attendance by a Director at any meeting of the Board shall constitute a waiver of <br />notice. If all the Directors are present at any meeting, no notice shall be required, and any <br />business may be transacted at such meeting. <br />Section 6.4 uorum. At all meetings of the Board, a majority of the Directors shall <br />constitute a quorum for the transaction of business, unless there are fewer than three (3) <br />Directors, in which case all Directors must be present to constitute a quorum. The votes of a <br />majority of the Directors present at a meeting at which a quorum is present shall constitute a <br />decision of the Board unless there are fewer than three (3) Directors, in which case, unanimity of <br />the Directors is required to constitute a decision of the Board. If at any meeting there shall be <br />less than a quorum present, a majority of those present may adjourn the meeting. <br />c°�`� �� 5.5 Proxies. For the purposes of determining a quorum with respect to a <br />JI+l.L1Va1 <br />particular proposal and for the purposes of casting a vote for or against that proposal, a Director <br />may execute, in writing, a proxy to be held by another Director. The proxy shall specify either a <br />� <br />8 W:\CLIEN'ilKenosha Trout CIu6lBylaws. Am & Res - Final.wpd <br />]anuary 26, 2000 <br />