Section
4. Removal of Directors. Any one or more of the
directors may be removed either with or without cause,
at any time, by a vote of two-thirds of the members present
at any special meeting called for that purpose.
Section 5. Compensation. The directors and officers
of the Association shall receive such compensation as
may be determined by the action of a majority of the members.
Section 6. Elections. The board of directors
shall serve as a nominating committee and shall, not less
than thirty days before any meeting at which an election
is to be held, submit in writing to the total membership
of the Association nominees for the positions to be filled
by election at such meeting. Additional nominations may
be made in writing by petition signed by or on behalf
of not less than five members to be submitted to the secretary-treasurer
within twenty days after notification of the board of
directors' nominees has been mailed to the membership.
After
the time for making additional nominations is closed,
the board of directors shall submit to the total membership
of the Association the nominees proposed by the board
of directors together with any other nominees. Elections
shall be held during the annual meeting and shall be by
written ballot. The board of directors shall appoint a
committee to canvass the returns of the election and shall
promptly notify the membership of the full results of
the election.
Article
VIII
Meetings of the Board of Directors
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Section
1. Meetings. The board of directors, including
the convention chairman, shall meet one day before the
start of each annual meeting of the Association, and at
such other times as it thinks proper. Notice of the time
and place of the meeting, signed by the secretary-treasurer,
shall be mailed to the last recorded address of each member
at least ten days before the time appointed for the meeting.
The president may, when he deems necessary, or the secretary-treasurer
shall, at the request in writing of two members of the
board, issue a call for a special meeting of the board,
and ten days' notice shall be required for such special
meeting. A waiver of such notice in writing signed by
the director or directors entitled to such notice, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Any action required
or permitted at any meeting of the board may be taken
without a meeting if a written consent thereto is signed
by all of the directors and filed with the records of
the proceedings of the board.
Section 2. Quorum. The presence of a majority
of the board of directors shall be necessary to constitute
a quorum for the transaction of business.
Section 3. Voting. Each member of the board of
directors (not including the convention chairman) shall
have one vote. The act of the majority of the directors
present at any meeting at which there is a quorum shall
be the act of the board of directors.
The
president shall preside at the meetings of the Association,
and of the board of directors and shall be a member ex
officio, with right to vote, of all committees. He shall
also communicate to the Association or to the board of
directors such matters and make such suggestions as may
in his opinion tend to promote the prosperity and welfare
and increase the usefulness of the Association and shall
perform such other duties as are necessarily incident
to the office of the president.
In
case of the absence of the president, or of his inability
from any cause to act, the vice president shall perform
the duties of his office. The vice president will serve
as membership chairperson and golf coordinator. (Change
made Nov. 2000)
It
shall be the duty of the secretary-treasurer to give notice
of and attend all meetings of the members and of the board
of directors of the Association and keep a record of their
doings; to conduct all correspondence and to carry into
execution all orders, votes, and resolutions not otherwise
commited; to keep a list of the members of the Association;
to collect the fees, annual dues, and subscriptions; to
notify the officers and members of the Association of
their election; to notify members of their appointment
on committees; to furnish the Chairman of each committee
with a copy of the vote under which the committee is appointed,
and at his request give notice of the meetings of the
committee; to prepare, under the direction of the board
of directors, an annual report of the transactions and
condition of the Association, and generally to devote
his best efforts to forwarding the business and advancing
the interests of the Association.
The
secretary-treasurer shall keep an account of all moneys
received and expended for the use of the Association,
and shall make disbursements only upon vouchers approved
in writing by any member of the board of directors. He
shall deposit all sums received in a bank, or banks, or
trust company approved by the board of directors, and
make a report at the annual meeting or when called upon
by the president. Funds may be drawn only upon the signature
of the secretary-treasurer.
The
funds, books, and vouchers in his hands shall at all times
be under the supervision of the board of directors and
subject to its inspection and control. At the expiration
of his term of office, he shall deliver over to his successor
all books, monies, and other property, or, in the absence
of a secretary-treasurer-elect, to the president. In case
of absence or disability of the secretary-treasurer, the
board of directors may appoint a secretary-treasurer pro
tem.
The
secretary-treasurer shall on or before October 1st each
year mail a statement for annual dues to all member companies.
On November 5th of each year, the secretary-treasurer
will advise in writing to any member that has not paid
their annual dues that they are delinquent and are placed
on temporary suspension as provided in Article V, Section
4.
It
shall be the duty of the convention chairman to make all
arrangements for the next annual meeting of the members
of the Association.
The
board of directors shall establish such committees as
it may from time to time determine are necessary to carry
on the business of the Association.
Nothing
herein shall be construed to make the members of the Association
partners or joint venturers for any reason, and nothing
herein shall be construed as giving the board of directors
or officers of this Association any power or authority
to create any liability of any member of this Association.
The board of directors and officers of this Association
have authority to create liabilities and contract on behalf
of the Association, but no members hereof.
No
member shall be in any way responsible for any debts or
obligations of the Association except under the terms
of special contracts or undertakings executed by the member
to be held liable.
The
Association shall indemnity any person who was or is a
party, or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other
than an action by or in the right of the Association)
by reason of the fact that he is or was a director, officer,
employee or agent of the Association, or is or was serving
at the request of the Association as a director, officer,
employee or agent of another association, corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the
best interests of the Association, and, with respect to
any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to
the best interests of the Association, and, with respect
to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
The
Association shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right
of the Association to produce a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent of the Association, or is or was serving
at the request of the Association as a director, officer,
employee or agent of another association, corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the Association,
and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Association,
unless, and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view
of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses
as the court shall deem proper.
To
the extent that a director, officer, employee or agent
of the Association has been successful, on the merits
or otherwise, in defense of any action, suit or proceeding
referred to in the first two paragraphs of this article
or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
therewith.
An
indemnification under the first two paragraphs of this
article (unless ordered by a court) shall be made by the
Association only as authorized in the specific case, upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct
set forth in the said two paragraphs. Such determination
shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or (3) by the members.
Expenses
incurred in defending a civil or criminal action, suit
or proceeding may be paid by the Association in advance
of the final disposition of such action, suit or proceeding
as authorized by the board of directors in the manner
provided in the fourth paragraph of this article upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless
it shall ultimately be determined that he is entitled
to be indemnified by the Association as authorized in
this article.
The
indemnification provided by this article shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled under any other bylaw, agreement, vote
of members or disinterested directors, or otherwise, both
as to action in his official capacity and as to action
in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
