Bylaws of Diversity, Inc.
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Article VI - Committees
Section 6.01 Executive Committee.
The Board of Directors may appoint from among its members an Executive Committee, which shall be subject to the control and direction of the Board. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, and such other members of the Board as may be deemed necessary. The Executive Committee shall possess and exercise the authority of the Board of Directors in the management of the ordinary business affairs of the Corporation between meetings of the Board, except that the Executive Committee shall not have the authority to
(1) Appoint officers of the Corporation or to fill vacancies on the Board or the Executive Committee or Nominating Committee;
(2) Call meetings of the membership;
(3) Obligate the Corporation in an amount in excess of One Thousand and No/100ís Dollars ($1,000.00) or encumber the assets of the Corporation;
(4) Approve any plan for merger or consolidation of the Corporation, the sale, lease or mortgage or other disposition of all or substantially all of the assets of the Corporation, the dissolution of the Corporation or any fundamental change in the character or business of the Corporation; or
(5) Enter into any contracts on behalf of the Corporation.
A summary of the business conducted at any meeting of the Executive Committee shall be reported to the full Board at the next regularly scheduled Board meeting.
Section 6.02 Nominating Committee.
As determined necessary by the Board of Directors, the Board may appoint a Nominating Committee composed of two (2) or more Directors who shall serve from the date of appointment until the position for which the committee was established is filled. A member of the Nominating Committee shall not be eligible for election or appointment to the Board of Directors during her/his term as a member of the Nominating Committee.
The Nominating Committee shall nominate not less than one (1) candidate for each position of Director or Officer to be filled at the next annual meeting of members at least fourteen (14) days prior to the annual meeting. In the event of a vacancy, the Nominating Committee shall nominate not less than one (1) candidate for each position to be filled at the first Board of Directors meeting following the vacancy.
The Nominating Committee shall evaluate current and prospective Directors and Officers and shall establish the credentials of any candidate nominated in order to verify that
(1) S/He is willing to serve as a Director or Officer if elected, and
(2) S/He is qualified to become a Director and/or Officer in accordance with these By-laws.
Section 6.03 Other Committees.
The president shall, with the approval of the Board of Directors, appoint such standing or special committees of such size as the President or Board of Directors may deem necessary to properly carry on the activities and effect the purpose of the Corporation. Such committees shall perform as the President or the Board of Directors may direct. Any such committees may be abolished or any member thereof removed, with or without cause, at any time by the Board of Directors.
Section 6.04 Committee Procedures.
The procedures set forth herein shall govern the operations of any committee established by these by-laws or by the Board of Directors unless otherwise provided by these by-laws.
(a) The presence at any committee meeting of a majority of the members of that committee shall constitute a quorum for the transaction of business. At any committee meeting, all matters shall be decided by a vote of the majority of the members of that committee present at which a quorum is assembled.
(b) Notice of committee meetings shall be mailed, emailed, or delivered personally, in writing or orally to each member of the committee not less than two (2) days before the date on which the meeting is to be held. However, notice of any meeting may be waived in writing filed with the Board or by attendance in person.
(c) Any actions required or permitted to be taken at any committee meeting may be taken without a meeting if, prior to such action, a written consent as defined in Article V, section 5.10. is signed by all members of the committee, and such written consent is filed with the minutes of the proceedings of the committee.
Each committee shall keep regular minutes of its proceedings and shall report briefly on its activities at the regular meetings of the Board of Directors.
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