Section 1: Authority. Subject to the limitations of the Articles on Incorporation, these Bylaws and the laws of the State of California, all corporate powers shall be exercised by the Board of Directors, subject to the appointment of committees and their invested functions as hereafter provided. Provision in these Bylaws that the Board of Directors shall or may perform a specific function shall be deemed to include the appropriate committee within the scope of the powers which may be conferred on a committee within the scope of the powers which may be conferred on a committee pursuant to these Bylaws.
Section 2: Number and Qualifications. The Board of Directors shall be jurisdiction or associate members and shall consist of the President, Vice President-Treasurer and Secretary.
Section 3: Determination and Election of Directors and Term of Office. Except as hereinabove or hereafter provided, each director shall be elected for a one-year term, or until his successor is duly elected and qualified. No person shall continuously serve more than five consecutive full one-year terms as a director. Expiration of terms of elected directors existing prior to the operative date of these Bylaws shall be determined by the period for which last elected. Except as above provided for existing incumbents, each term of each director shall commence on January 1 of each year and shall continue for the term of that director or until a qualified successor is duly elected and takes office, or until the directorship vacated.
Section 4: Manner of Election. Elected directors shall be elected by a majority vote of those voting at the regular December Chapter meeting.
Section 5: Removal of Directors. A director may be removed by the vote of the Chapter members at any regular meeting or at a special meeting of such members called for that purpose. A vote to so remove shall require the affirmative vote of a majority of those active Chapter members attending. No such removal shall occur unless there is first adopted a resolution requesting the same, adopted by a majority vote of all members of the Board of Directors. Notice of any proposed removal of a director must be mailed to all Chapter members at least three (3) weeks prior to any meeting at which a vote thereon is proposed to be taken. If at such meeting of members the director is removed, his replacement for the unexpired term may be elected at that meeting.
Section 6: Vacancies: Except as a vacancy may be filled by the Chapter members under Section 5, vacancies among members of the Board of Directors occurring during the year may be filled by appointment by the Board of Directors. Such appointment shall expire at the end of said term.
Section 7: Annual Meeting of Directors. Immediately following the regular chapter meeting in December, the Board of Directors shall hold its annual organizational meeting at the same place, at which it shall conduct any and all business which might be conducted at a regularly held meeting of which proper notice had either been given or legally dispensed with.
Section 8: Other Meetings of Directors. Other meetings of the Board of Directors may be called by the President. Notice of any such meeting shall be given by either the President or Secretary at least ten (10) days in advance. Notice of any meeting called under this section shall specify the time and place of the meeting and the business to be conducted. Notwithstanding, if prior to or after said meeting each director not present should consent in writing that any and all business may be transacted at said meeting, the business conducted shall not be so limited. Written waiver of notice shall be effective whether given before or after a meeting. Attendance constitutes waiver of notice and of the limitations on business to be conducted stated in any notice sent, unless the director objects timely at the meeting to a particular item of business as not being within the scope of the notice. Notwithstanding the above, the Board of Directors, by resolution, may establish regular meeting in addition to that provided in Section 7, and, if the place, dates and times thereof are contained in any such resolution as amended from time to time, notice thereof and of the business to be conducted need not be given.
Section 9: Quorum. A majority of the number of directors fixed by the Articles of Incorporation constitutes a quorum, and, except as a difference vote for action is required by these Bylaws, the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act, except as otherwise specifically provided elsewhere in these Bylaws, provided that a minority of the directors, in the absence of a quorum, may adjourn from time to time but may not transact any business. |