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.

Section 2. Reasonable notice of meetings. The date, time, and place of the Foundation’s meetings shall, as often as practicable, be posted in the Foundation newsletter in a special place to provide reasonable notice to the general membership, or by separate mailing and notice if needed. A thirty (30) day notice shall be given for regular board of directors meetings and a ten (10) day notice for special meetings.

Section 2. Term of office. Officers shall be elected from the membership at the Annual meeting for a term of one year, or until their successors are elected.

Section 3. Removal from office. An Officer my be removed from office with or without cause by majority vote of the Board, provided that notice of such intended removal is received by each Board member at least thirty (30) days before the vote for removal.

Section 4. Chair is principle office. The Chair shall be the principle officer of the Foundation. The Chair shall organize and preside at membership meetings and meetings of the Board and the Executive Committee, if an Executive Committee is created. With the advice of the Board, the Chair shall appoint members to the committees of the Foundation.

Section 5. Duties of Vice-Chair. The Vice-Chair shall perform such duties as may be assigned by the Chair and shall act as Chair in the absence or disability of that person.

Section 6. Duties of Secretary. The Secretary shall be responsible for collecting and safe-guarding the official, non-financial records of the Foundation, including the minutes of all meetings. The Secretary shall give or cause to be given proper notice of the Foundation’s meetings and other notices required by law or these By-laws and shall present a list of current members for general distribution at the Annual Meeting.

Section 7. Duties of Treasurer. The Treasurer shall keep the financial records of the Foundation, receive and deposit the Foundation’s income, and issue payment for expenses approved by the Executive Committee or the Board. The Treasurer shall present a written financial report at the Annual Meeting that describes the income and expenses of the Foundation and prepare other such other reports as may be requested by the Board from time to time.

Section 8. Duties not inclusive. The powers and duties of Officers described in this Article are not inclusive. The Board may assign other powers and duties to the Officers of the Foundation.

Section 2. Executive Committee is permitted. The Board may establish an Executive Committee of no less than five (5) and no more than seven (7) members to conduct the affairs of the Foundation and/or the Board. The Executive Committee shall include at a minimum the principle Officers and the immediate past Chair. The Executive Committee shall meet at the call of the Chair, who will chair the Executive Committee and report on its actions to the Board.

Section 3. Standing committees are permitted. The Board may create standing committees in addition to the Executive Committee. The Board shall delineate the powers and duties of each standing committee. The Chair shall appoint members to standing committees and, with the advice of the Board, designate the chair of each standing committee. The chair of a standing committee shall be an ex officio, voting member of the Board.

Section 4. Committee meetings. Meetings of committees shall held at such times and places as may be agreeable to a majority of the members of each committee. A simple majority of each committee’s members shall constitute a quorum.

Section 2. Treasurer to keep records. The financial records of the Foundation shall be kept by the Treasurer.

Section 3. Inspection of records. The financial records of the Foundation shall be open for inspection by any member of the Foundation on reasonable notice to the Board.

Section 4. Authority to obligate the Foundation. The Board may authorize one or more of the Officers of the Foundation to negotiate contractual agreements on behalf of the Foundation for purposes approved by the Board. Such authorization shall be only for projects reviewed and approved by the Board before the fact.

Section 5. No indebtedness without authorization. No loans shall be contracted nor indebtedness incurred on behalf of the Foundation unless authorized by resolution of the Board before the fact.

Section 6. Deposit of funds. All funds of the Foundation shall be deposited in a timely manner to the account(s) of the Foundation in such banks or depositories as the Board may approve.

Section 7. Conflict of Interest. The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization or (c) an organization in or of which a director is a director, officer or legal representative, or in some other way has a material financial interest unless:

1. That interest is disclosed or known to the Board of Directors,
2. The Board approves, authorizes or ratifies the action in good faith,
3. The approval is by a majority of directors (not counting the interested director),
4. At a meeting where a quorum is present (not counting the interested director).

The interested director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.

Section 8. Indemnity. Durand Heritage Foundation shall indemnify and hold harmless any Director, Officer, or employee from any suite, damage, claim, judgement or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director, Officer, or employee except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. Durand Heritage Foundation shall have the power to purchase or procure insurance for such purposes.