Board of Directors
Section 1: Purpose and Function
The purpose and function of the Board of Directors of the Association (hereinafter also referred to as “the Board”) shall be to provide advice and consent to the Chief Executive Officer (i.e. President) of the Association in the day-to-day management of the Association’s affairs; to meet and act as a board and adopt such rules and regulations for the conduct of meetings and management of the Association as are deemed proper, not inconsistent with the Articles of Incorporation and Bylaws of the Association; to participate in the planning of the meetings of the Association; to prepare recommendations for the membership; to approve the expenditures funds by the officers of the Association; to approve and adopt a budget for the Association each year; to receive an annual statement of income and expense and provide for its audit; to act on behalf of the issue(s) at a general meeting of the full membership; and to execute such additional duties as may be required by these bylaws, as amended from time to time.
Section 2: Composition
The Board of Directors shall consist of two elected officers as defined in Article VI; three appointed officers selected from board members as defined in Article VI; six other elected board members; all living past Presidents of the Association; and up to three representatives of major businesses and/or institutions located within the Association’s boundaries, appointed by the President with the approval of a majority of elected members of the Board. Elected board members (including officers) must be members (see Article III) in good standing who are eligible to vote and shall be a property owner, business owner, and/or tenant within the boundaries of the Association who have demonstrated a longstanding commitment to the community through an existing track record of service on Committees, by volunteering, and/or by improvement of properties in the community. Each member of the Board shall have one vote on matters brought before the Board except for past Presidents, who are non-voting members, and appointed board members from major businesses and institutions, who may be designated either as a voting member (one vote each) or as a non-voting member at the time of appointment.
Section 3: Meetings of the Board
The Board of Directors shall meet at least once each month (except for the months of August and December). The date, time and place of each such meeting shall be posted on the Association’s website. The agenda of the meeting shall be provided to all directors in advance. With the exception of any new business which might be brought up by a member on the floor, the Board must approve the agenda for the Association’s general meeting. In the case of late-developing issues which come to the President’s attention after a board meeting and which should be addressed at an Association meeting, the President should poll and receive the approval of the majority of the Board, before the start of the Association’s meeting, that such issues should be placed on the agenda. Meeting minutes shall be recorded by a board member on a rotating basis (or a designee), approved by the Board, and retained by the Secretary.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by the President, or by a call of six (6) Directors or Officers other than the President, provided that the reason(s) for such special meetings be given to all Directors at least two (2) full days before the scheduled date of such special meeting, except in case of emergency or other exigent matters. Preferred method of notification for directors shall be by e-mail.
Section 5: Quorum
A simple majority of elected members of the board shall constitute a quorum for the transaction of business at a Board meeting.
Section 6: Removal of Directors
A Director who is negligent or delinquent in his duties, such negligence to include, but not necessarily limited to, the absence from any three (3) consecutive board meetings, not including special board meetings, as determined by two-thirds (2/3) of the board members eligible to vote, may be removed by a two-thirds (2/3) vote of the members attending a general meeting of the Association, provided notice of such action is included in the agenda for said meeting published in the regular newsletter of the Association.
Section 7: Vacancies
The Board of Directors, at any regular meeting of the Board, shall have the power to fill a vacancy occurring in any directorship with any member of the Association for the unexpired portion of the current calendar year, provided that appointment is approved by two-thirds (2/3) vote of the board members present and eligible to vote, and provided written notice of such action is given to the membership. The balance of the term is to be filled in the course of the next election.
Section 8: Terms
All terms of office for elected members commence on January 1st of the year following the date of the general election. The President and Vice President are elected for two-year terms at elections held in odd-numbered years to commence on January 1st of the year following the date of the general election (see Article VI, Section 1). Appointed officers are appointed for two-year terms concurrent with the elected officers (see Article VI, Section 1).
All elected board members (except for the President and Vice President) are elected for three-year terms, with the terms of three such members expiring each year. The terms of appointed board members expire concurrently with the terms of officers. There is no limit to the number of terms a member of the Board may be elected or appointed to serve.
Section 9. Conflicts of Interest
All board members must disclose potential and real conflicts of interest to the Board and recuse themselves if appropriate. Board members failing to disclose conflicts of interest or to recuse themselves, as determined by two-thirds (2/3) of the board members eligible to vote, may be removed by a two-thirds (2/3) vote of the members attending a general meeting of the Association, provided notice of such action is included in the agenda for said meeting published in the regular newsletter of the Association.