ARTICLE 6

Board of Directors

6.1     Size. There shall be between five (5) and fifteen (15) Directors, including officers. The exact number shall be determined from time to time by the Board.  No reduction in the size of the Board shall serve to cut short the term of any Director.

6.2     Composition and Election. The Board shall consist of five (5) officers and such additional non-officer Directors as are determined under Section 6.1.

6.2.1     Officers shall be elected as provided in Section 7.2.

6.2.2     Non-officer Directors shall be elected by the Board at the first scheduled Board meeting in July.

6.3     Authority. The business and affairs of this Corporation shall be managed exclusively and entirely by the Board of Directors. No Member of the association is authorized to act on behalf of the Corporation without the approval of the Board of Directors.

6.4     Meetings. The Board of Directors shall meet at least monthly to discuss Corporation business, and changes to the Bylaws. Regular meetings shall be arranged, both as to time and location, and noted in the minutes. Any Member of the Corporation may attend the first scheduled Board meeting of the month and address the Board. However, portions of any meeting may be held in Executive Session upon direction of the President. While in Executive Session, only Directors and specific invitees of the President may attend. Special meetings may be held upon call and notice by the president, or upon resolution of the Board of Directors. Directors shall be notified by mail or telephone of such special meetings.

6.5     Annual Meeting. The Board of Directors shall meet following the election of officers.

6.6     Quorum. A quorum of the Board of Directors shall be necessary to conduct business; a quorum shall consist of at least one-third of the prescribed number of Directors.

6.7     Voting. A resolution of the Board of Directors shall be determined by a majority vote of Directors in attendance at the meeting. Written ballots may be requested by any Director.

6.8     Director Conflict of Interest. Any Director can be disqualified from voting when a case of potential conflict of interest is determined by a majority of votes cast by the remaining Directors. A potential conflict of interest exists if one or more Directors could experience direct or indirect personal gain or loss due to the outcome of a Board resolution. Directors have an affirmative duty to disclose to the Board of Directors all material facts of any potential conflict of interest.  Actions of the Board are not voidable on the grounds of conflict of interest except as provided in the Act.

6.9     Term, Commencement of Term. Directors shall serve for a one year term. Officers shall begin serving on January 1st after the election.  At-Large Directors will begin serving immediately after their election or appointment.

6.10     Removal of Directors. At any regular or special membership meeting, one or more of the Directors may be removed by a majority vote of the Members present, and a successor may be elected to fill the vacancy created.  A Director whose removal is proposed shall be given an opportunity to speak to the membership prior to the vote for his or her removal.

6.11     Resignation of Directors. Any Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. The effectiveness of such resignation shall not prejudice the rights, if any, of the Corporation against the Director so resigning.

6.12     Vacancies. A vacancy which occurs among the Board of Directors shall be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall serve the unexpired term of his or her predecessor in office.

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