2014 ERP New Member Book

its purpose, and shall have discretion in the disbursement of its funds. Itmay adopt such rules and procedures for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Directorsmay appoint up to three (3) Directors- at-Large, if, in their opinion, such appointments advance the purpose of theAssociation. Directors-at-Large shall be accorded the same voting privileges as electedDirectors. Section 3. Meetings Except that theBoard shall have a regularmeeting at the time and place of the annualmeeting, theBoard shall meet, in person or via telephone conference call, upon call of the President at such times and places as he or she may designatewithin the policies adopted by theBoard, and shall be called tomeet upon demand of amajorityof its members. Notice of all meetings of the Board of Directors shall be sent by any of the following means (whichever is deemed appropriate by the President at the time): mail, telephone call, telegram, cablegram, electronicmail or other means of electronic or telephonic transmission to eachmember of theBoard at his or her last recorded address or number at least fourteen (14) days in advance of in-personmeetings or forty-eight (48) hours in advance of conference callmeetings. Section 4. Quorum A quorum for any meeting of the Board is six (6) Board members elected in accordance with Article V (1). Any less numbermay: (1) set a time to adjourn, (2) adjourn, (3) recess, or (4) takemeasures to obtain a quorum. Section 5. Absence Anymember of the Board of Directors unable to attend ameeting of the Board shall notify the President and state the reason for his or her absence. If amember of theBoard is absent from two (2) consecutivemeetings, he or shemaybe removed by a two-thirds vote of theBoardMembers then in office. Section 6. Compensation Members of the Board of Directors, as such, shall not receive any compensation for their services as Board members, but the Board may, by resolution under policies it may adopt, authorize reimbursement of expenses incurred in the performance ofmembers’ duties. Such authorizationmay prescribe conditions and procedures for approval and payment of such expenses. Nothing herein shall preclude a Board member from serving the Association in any other capacity and receiving compensation for such services, if compensation is customarily paid for such services. Section 7. Resignation orRemoval Any member of the Board may resign at any time by giving written notice to the President, Secretary, Treasurer, or to theBoard of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or theBoard. Any member of the Board may be removed by a three-fourths vote of the Board members then in office and present at any regular or specialmeeting of theBoard. Section 8. Vacancies:Members of theBoard If a vacancy should occur in the membership of the elected Board of Directors, any Past President may be appointed by action of the remaining members of the Board to temporarily fill such vacancy until the next

BylawsRevised 9-26-10 Page 6 of 11