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<br />I <br />I <br />r <br />I <br />I <br />I <br />I <br /> <br />. <br /> <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 />ARTICLE IV. <br /> <br />BOARD OF DI~CTORS <br /> <br />SECTION I. NUMBER. The corporation shall have a Board <br />constituted of five Directors. <br /> <br />. SECTION 2. GENERAL POWERS. The business and affairs of <br />the corporation shall be managed by its Board of Directors. <br /> <br />SECTION <br />Corporation shall <br />corporation. <br /> <br />3. QUALIFICATIONS. Each <br />be a shareholder in good <br /> <br />director <br />standing <br /> <br />of <br />with <br /> <br />this <br />the <br /> <br />SECTION 4. TERMS. <br />three year term. <br /> <br />Directors shall be elected for a <br /> <br />SECTION S. REGUL;L~ MEETINGS. A regular meeting of the <br />Board of Directors shall be held ~~e first Mondav of each month <br />and without other notice than this by-law immediately after, and <br />at the same place as, the annual meeting of shareholders. The <br />Board of Directors may prov~de, by resolution, the time and place <br />for the holding of reqular meetings without other notice than <br />such resolution. <br /> <br />. <br /> <br />, <br /> <br />SECTION 6. S?EC!.~ MEETINGS. Special meetings of the <br />Board of Directors ~ay be called by or at the request of the <br />President or any two director3. The person or persons authorized <br />to call special meetings of the Board of Directors may fix t1:3 <br />place for holding any special meeting of the Board of Directors <br />called by them. In the event of a special meeting called on <br />account of an emergency s~ch as emergency ditch or reservoir <br />repair; th~ Board m~y be polled by telephone if possible. <br /> <br />SECTION 7. NOTICE. Notice of any special mEeting shall <br />be given at least one day previously theretu by written notice <br />delivered personally or mailed to each director at his business <br />address. If mailed, such notice shall be deemed to be delivered <br />when deposited in the United States mail so addressed, with <br />postage thereon prepaid. ~~y director may waive notice of any <br />meeting. The attendance of a director at a meeting shall consti- <br />tute a waiver of notice of such meeting, except where a director <br />attends a meeting for the express purpose of objecting to the <br />transaction of any business because the meeting is not lawfully <br />called or convened. In ~~e event of an emergency condition these <br />provisions for notice may be waived provided that, as soon as <br />possible following said emergency, each board member is given <br />appropriate notice of the meeting and of the vote or action taken <br />by the board. <br /> <br />SECTION 8. QUORUM. A majority of the number of direc- <br />tors shall constitute a quorum for the transaction of business at <br />any meeting of the Board of Directors. An act by the majority of <br />the directors present at a meeting at which a quorum is present <br />shall be an act of the Beard of Directors. If less than a <br /> <br />4 <br />