Bylaws of Diversity, Inc.
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Article V - Board Of Directors
Section 5.01 Functions.
The business, property and affairs of the Corporation shall be managed and controlled by the Board of Directors which shall exercise all powers of the Corporation and take any action which is not prohibited or reserved to the membership (by law, by the Articles of Incorporation or by these by-laws).
Section 5.02 Composition.
The number of Directors shall be not less than six (6) or more than twenty-four (24). Directors must be members of the Corporations. Any Director who ceases to be a member of the Corporation shall also cease to be a member of the Board and their Board position shall become vacant. The number of Directors may be increased or decreased within the limits prescribed herein by a majority vote of the Directors present at a properly called meeting of the Board.
Section 5.03 Terms.
Each Director shall serve two (2) years. The terms of the Directors shall be staggered so that one-half (1/2) of the Board will be elected each year. A Director may serve any number of consecutive terms.
Section 5.04 Vacancies.
Any vacancies in the membership of the Board, whether caused by death, resignation, removal or otherwise, may be filled by the Board of Directors at any regular or special meeting called for that purpose. Directors so appointed shall serve the unexpired term of their predecessors and until their successors are elected and qualified. The Board in its discretion may provide for soliciting nomination or securing other input from the membership before filling a vacancy.
Section 5.05 Nominations and Elections.
A nominating Committee to nominate candidates for position on the Board may be established from time to time as the Board may direct, in accordance with Section 6.02 below. Directors shall be elected by members of the Corporation at the annual meeting of the membership. Candidates receiving a plurality of the votes cast for Board members shall be elected.
Section 5.06 Resignation.
Any Director may resign by delivering written notice of resignation to the President. Such resignation shall be effective upon receipt unless otherwise provided by the terms thereof. Resignation from the Board of Directors does not automatically include a resignation from membership in the Corporation.
Section 5.07 Removal.
(a) Any Director may be removed from office by a two-thirds (2/3) vote of all of the Directors at a regular meeting or a special meeting called for that purpose. Such removal shall be for just cause, which could include, but is not limited to, three (3) consecutive absences from duly held meetings of the Board, consistent failure to discharge the duties of the office, and/or financial irregularities. Any Director whose removal is proposed shall be entitled to written notice specifying the proposed removal and cause therefore at least ten (10) days prior to any meeting of the Board at which such removal shall be considered.
Any Director may be removed, with or without cause, at a meeting of members called expressly for that purpose, by a vote of the majority of the members then entitled to vote at an election of Directors.
Section 5.08 Meetings.
(a) The annual meeting of the Board of Directors for election of officers and for the transaction of such other business as may properly come before it, shall be held, without further notice than these by-laws, immediately after and at the same place as the annual meeting.
(b) The regular business meetings of the Board shall be held at least quarterly, at such time and place as may be determined by the Board. Special meetings of the Board may be called at the request of any officer or by one-third (1/3) of the Directors.
(c) Notice of all and special meetings of the Board shall be given by mailing, emailing, telephoning or delivering notice personally at least one (1) week before the meeting to the usual home or business address of the Directors. The meeting time and place shall also be posted at the Corporationís office at least one (1) week before each meeting. Notice of any meeting may be waived in writing filed with the Board or by attendance in person. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless specifically required by law or these by-laws.
Section 5.09 Quorum and Voting.
At any meeting of the Board of Directors, directors may participate by attending and voting in person or may vote by proxy. In order to vote by proxy, a director must deliver to the Secretary of the Corporation a signed written statement or an Email declaring that s/he grants to another specified person the authority to vote on her/his behalf. A majority of the filled Board positions will constitute a quorum, but in no case shall be less than one-third (1/3) of the total number of Director positions then established pursuant to these by-laws. No business will be transacted or Board decisions made without a quorum, but the Board may choose to discuss matters before the Board in the absence of a quorum. At all meetings of the Board of Directors, except as otherwise specifically required by these by-laws, all matters shall be decided by a vote of the majority of the Directors present at the meeting at which quorum is assembled.
Section 5.10 Informal Action By Directors.
Any action required or permitted to be taken at any meeting may be taken without a meeting, if prior to such action a written consent to such actions is obtained from all Directors or members of such committees as the case may be, and such consent, written, faxed or electronic, is filed with the minutes of proceedings of the Board or committee.
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