| Section
1 |
Number.
The Board of Trustees shall consist
of not less than 5 and not more than
11. |
| Section
2 |
Powers.
The Board of Trustees shall have all
powers and authority necessary for
the management of the business, property
and affairs of the Corporation, to
do such lawful acts and things as
it deems proper and appropriate to
promote the objectives and purposes
of the Corporation. The Board of Trustees
may delegate as necessary from time
to time, responsibility for such affairs,
business and property to its Officers
or Trustees. |
| Section
3 |
Election.
The initial Trustees are set forth
in the Certificate of Incorporation.
All successor Trustees shall be chosen
annually at the annual meeting of
the Trustees. Initially, the Trustees
will be divided randomly into 4 classes
and assigned terms of 1,2,3 or 4 years.
Thereafter all trustees shall serve
for staggered terms of 4 years each
and until their successors are elected
and qualified. |
| Section
4 |
Resignation
and Removal. A Trustee may resign
by submitting his or her resignation
in writing to the President of the
Board of Trustees. A Trustee may be
removed with or without cause by the
affirmative vote of two-thirds of
the entire Board of Trustees. A Trustee
whose removal is to be considered
shall receive at least two weeks notice
of such proposed action and shall
have the opportunity to address the
Board regarding such action prior
to any vote on such removal. |
| Section
5 |
Vacancies.
Vacancies in the Trustees shall be
filled by appointment by the Board
of Trustee based on the recommendations
of the Nominating Committee. Trustees
thus appointed shall serve for the
remainder of the vacated term. |
| Section
6 |
Annual
Meeting and Regular Meetings.
A regular meeting of the Members and
the Board for the election or Trustees
and such other business as may come
before the meeting shall be held in
November of each year upon not less
than ten nor more than sixty days
written notice of time, place and
purposes of the meeting at the principal
office of the corporation, or such
other time and place as shall be specified
in the notice of meeting. An annual
meeting of the Board shall immediately
follow the annual meeting of Members
at the same place to elect officers
and to take such other action as shall
come before the meeting. The Members
and the Board may provide for additional
regular meetings which may be held
without notice by resolution adopted
at any meeting of the Members or the
Board. |
| Section
7 |
Special
Meetings of the Members and the Board.
Special meetings of the Members or
the Board for any purpose or purposes
may be called at any time by the President
or by any three of the Trustees. Such
meetings of Trustees shall be held
upon not less than two days notice
given personally or by telephone or
telegraph, or upon not less than four
days notice given by depositing notice
in the United States mails, postage
prepaid.
Such meetings of
Members shall be held upon not less
than ten nor more than sixty days
notice given by depositing notice
in the United States mails, postage
prepaid. Such notice shall specify
the time and place of the meeting. |
| Section
8 |
Waivers
of Notice of Board Meetings: Adjournments.
Notice of a meeting need not be given
to any Member or Trustee who signs
a waiver of notice whether before
or after the meeting, or who attends
the meeting without protesting, prior
to the conclusion of the meeting,
the lack of notice to such Trustee
of such meeting. Neither the business
to be transacted at nor the purpose
of any meeting of the Board need be
specified in the notice or waiver
of notice of such meeting. Notice
of an adjourned meeting need not be
given if the time and place are fixed
at the meeting. Notice if the period
of adjournment does not exceed ten
days in any one adjournment. |
| Section
9 |
Action
Without Meeting. The Board or
any committee*
of the Board may act without
a meeting if, prior or subsequent
to such action, each Trustee or committee
member shall consent in writing to
such action. Such written consent
or consents shall be filed with the
minutes of the meeting. |
| Section
10 |
Meeting
by Telephone. The Board or a committee*
of the Board may participate in a
meeting of the Board or such committee,
by means of a telephone conference
call or any other means of communication
by which all persons participating
in the meeting are able to hear each
other. |
| Section
11 |
Quorum.
A majority of the Trustees shall constitute
a quorum of the Board for the transaction
of business. A majority of the Members
shall constitute a quorum of the Members
for the transaction of business. |
|
The
act of the majority of the Members
or Trustees at a meeting at which
a quorum is present shall be the act
of that body (except that the act
of a majority of the entire Board
shall be required in the event that
the Board of Trustees is voting on
any amendment to these by-laws or
the Certificate of Incorporation. |
|
(Also
see Sections on removal of Trustees
and Officers for required majority
in those cases).
|
|
*
Persons who are not trustees
should not be members of a committee
if the committee will have the power
to bind the corporation to any act.
Accordingly, if the committee will
merely report to the Board, the committee
may include non-trustee members. |
