|Section 1. Board shall govern. The Foundation shall be governed by a Board of Directors (hereinafter referred to as the Board) composed of not less than seven (7) and not more than eleven (11) persons.
Section 2. Powers and duties of Board. Within the limits prescribed by law and these By-laws, the Board shall have all the powers and duties necessary and appropriate to conduct the affairs of the Foundation.
Section 3. Term of Office. The term of office for a Director shall be three (3) years.
Section 4. Election of Directors. Directors shall be elected at the Annual Meeting, by the board of directors, with elections arranged so that approximately one-third of the Board is elected each year. Directors shall serve for no more than two consecutive terms. A Director who has served a three-year term shall hold office until a successor is elected and takes office. Unless a Director is elected to fill a mid-term vacancy on the Board, a Director’s term of office shall begin on the first day of the next calendar year following the Annual Meeting.
Section 5. Vacancies. The Board may fill vacancies on the Board that occur between Annual Meetings by nomination and election by the remaining members of the Board. A Director who is elected to fill a vacancy shall serve until the next Annual Meeting and shall be automatically nominated at that Annual Meeting to serve a three-year term.
Section 6. Removal of Directors. a. At any annual or duly called special meeting of the board of directors, any one or more of the Directors may be removed with or without cause by a vote of the majority of the board of directors. A successive Director may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed shall be given at least thirty (30) days notice of the intent to take such action and an opportunity to be heard at this meeting.
b. After two unexcused absences, a Director will automatically be removed from the Board. Upon recommendation of the Executive Committee, such member may be reinstated.
Section 7. No compensation. Directors shall receive no compensation from the Foundation. Directors and other members may be reimbursed by the Foundation for actual expenses incurred in the performance of those duties or tasks explicitly authorized by the Board.
Section 8. Quorum. The presence of forty percent (40%) of the Board at any duly convened meeting shall constitute a quorum for the transaction of all authorized business. The act of the majority of the quorum is the act of the board of directors.
Section 9. No proxy votes. Proxy votes are prohibited.
Section 10. Parliamentary authority. Robert’s Rules of Order shall be the authority for parliamentary and procedural issues not explicitly addressed in these By-laws.