Section 2. Annual Board Meeting. The Board of Directors shall meet annually for the transaction of such business as shall properly come before it. Normally, the Board of Directors will meet preceding and subsequent to the annual business meeting, and as necessary, between annual business meetings. Such annual meetings of the Board shall be general meetings and open for the t ransaction of any business within the powers of the Board without special notice of such business except in any case where special notice is required by law, by the Certificate of Incorporation, or by these Bylaws. At the Annual Board Meeting, the Board of Directors shall appoint the new members of the Executive Committee, the Nominating Committee and any other committees to serve until the next following Annual Board Meeting.
Section 3. Special Meetings. Special meetings of the Board shall be called at any time by the Executive Secretary upon the request of the President or by no less than one-quarter of the Directors.
Section 4. Place of Meetings. All meetings of the Board shall be held at such places within or without the State of Delaware as shall be specified in the respective notices of such meetings or waivers thereof.
Section 5. Notice of Meetings. Notice of every annual meeting of the Board and of every special meeting shall be served personally or by mail on each Director no less than seven (7) nor more than sixty (60) days before the meeting. Such notice shall state the purpose or purposes for w hich the meeting is called and the time when and the place where it is to be held. If mailed, such notice shall be directed to each Director entitled to it at his/her address as it appears on the books or records of the Corporation.
No notice of the time, place, or purposes of any meeting need be given to any Director who attends such meeting or to any Director who in writing, executed and filed with the records of the Corporation either before or after the holding of such meeting, wa ives such notice.
Section 6. Quorum. At all meetings of the Board the presence of one-third of the Directors shall be necessary and sufficient to constitute a quorum and exce pt as otherwise provided by law or by the Bylaws, the act of a majority of the Directors present shall be the act of the Board.
Section 7. Number of Directors. The Board shall consist of not less than three (3) nor more than twenty-one (21) persons as may be fixed from time to time by the Members at any Annual Business or Special Meeting thereof, or by mail ballot as provided in ARTICLE I, Section 9, and shall i nclude the President, the Vice President, and the President Emeritus of the Corporation.
Section 8. Election of Directors. The Directors shall be elected annually from among the Members, in accordance with the procedures hereinafter set forth in Section 9 and shall be divided into three (3) groups, as equal in number as may be, so that the terms of only one such group shall expire each year. A Director shall be elected to serve until the third ensuing annual business meeting following the Director's election or until his or her successor shall have been duly elected and qualified, or the Director' s earlier death, resignation, or removal in accordance with the Bylaws. Additional Directors to fill vacancies caused by any increase in the number of Directors or by reason of death, resignation, or the removal of Directors may be elected by a majority v ote of the remaining Directors to serve temporarily until such time when said vacancies will be filled in accordance with the regular procedures for Directors hereinafter set forth in Section 9 hereof.
Section 9. Procedures for Election of Directors. Cand idates for the office of Director, who shall be Members of the Association, shall be nominated by the Nominating Committee and may also be nominated by the Membership at Large. Prior to the date of the annual business meeting of the Members, the Nominatin g Committee shall nominate at least one (1) but not more than three (3) persons for each vacancy on the Board. Such candidates shall be presented to the Members of the Corporation at the annual business meeting of the Corporation and their names shall appe ar on the ballot as "Board Candidates". At-Large candidates may be nominated by submitting their names to the Executive Secretary of the Corporation no later than seventy-five (75) days following the Annual Business Meeting and their names shall appear on the ballot as "At-Large Candidates". The Nomination of an "At-Large Candidate" must be supported by a petition containing the signatures of no less than twenty-five (25) Members and a letter from the candidate indicating a willingness to stand for election .
The election of Directors shall be supervised and administered by the Elections Committee which shall mail ballots to all Members at least sixty (60) days prior to the annual business meeting. Each Member in good standing shall be entitled to vote for one candidate for each vacancy on the Board. Ballots must be mailed so as to arrive at the office of the Executive Secretary of the Corporation at least thirty (30) days prior to the annual business meeting. The candidate receiving the highest number of vot es for each vacancy shall be elected. In the event of a tie vote, the Elections Committee shall hold a run-off election at the annual business meeting in accordance with procedures to be determined by said Committee.
Ballots shall be secret. Each mailed ballot shall be placed in an unmarked sealed envelope by the Member and the unmarked sealed envelope shall then be placed in another envelope bearing the name and address of the Member. The Elections Committee shall co unt the ballots at the Corporation's headquarters and the results shall be announced at the annual business meeting of the Members.If a nominated candidate withdraws his or her candidacy, the Board of Directors shall be authorized to add another candidate any time up to the sending out of the mail ballot and the name of any such candidate shall appear on the ballot as a "Board Candidate."
Section 10. Resignation and Removal of Directors. A Director may be removed only by a majority vote of the total Membership, voting in a mail referendum, as provided for in ARTICLE I, Section 9, initiated by at least one hundred (100) Members in good standing. A Director may resign at any time.
Section 11. Compensation. The Directors shall not receive compensation for their services as such but the Board may authorize reimbursement for expenses incurred by Directors in connection with the performance of their duties; provided, however, that nothing herein contained shal l be construed to preclude any Director from serving the Corporation in any other capacity or receiving compensation for any such services.
Section 12. Indemnification. Any person made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, or employee or agent of the Corporation or of any corporation which he or she served as such at the request of the Corporation, shall be indemnified by the Corporation to the fullest extent provided by the Delaware General Corporation Law.
Section 13. Participation by Conference Telephone. Members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment through which all persons particip ating in the meeting can hear each other. Participation in a meeting pursuant to this Section 13 shall constitute presence in person at such meeting.
Section 14. Action by Consent. Any action required or permitted may be taken without a meeting if all t he Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote of the Directors at a meeting.