SECTION l: MANAGEMENT
Except for those matters expressly reserved to the members by statute, the Articles of Incorporation, or these Bylaws, the business affairs of the Society shall be managed by a BOARD of Directors consisting of a President, Immediate Past-President, Vice President, Secretary, Treasurer, Membership Chairman, and Ethics Chairman. Former presidents of the organization are ex- officio, non voting members of the BOARD.
SECTION 2:BOARD MEETINGS
The BOARD shall meet when called by the President, or on the order of two or more Directors.
A quorum of the BOARD shall consist of at least four members.
SECTION 4: VACANCY IN OFFICE
Any vacancy occurring in the office of a Director by reason of death, resignation, recall or otherwise, except vacancies caused by removal of the BOARD pursuant to the provisions of Section 310 of the Civil Code of the State of California, shall be filed as prescribed.
4.1 A vacancy in the office of the president will be filled by the Vice-President, who will serve the remainder of the vacated term.
4.2 Other vacancies in the officership shall be filled by an appointee of the majority of the remaining officers. Such appointee shall hold office during the remainder of the term of that office until a successor is elected at the next appropriate annual meeting of the members.
SECTION 5: ELECTION OF OFFICERS
All of the officer of the Society shall be elected by ballot as describes in ARTICLES 1V, SECTION 8.
SECTION 6:RECALL OF OFFICERS
Any officer may be recalled for nonfeasance, misfeasance or malfeasance of office by three-fourths vote of a constituted quorum of the membership attending a business meeting of the Society.
6.1 Any member qualified to vote may initiate a recall election by presenting, at any meeting of the BOARD, a petition stating the reason(s) for recall signed by twenty members of the Society eligible to vote and an affidavit certifying that a copy of the petition was served personally or by certified mail on the officer sought to be recalled.
6.2 The BOARD shall vote to accept the affidavit of notification and the signatures on the petition. Finding a petition in order, the BOARD shall conduct the recall election by balloting in a manner prescribed by the BOARD.
SECTION 7: CONDUCT OF MEETINGS
Meetings of the BOARD shall be presided over the President of the Society, of if absent, by the Vice-President of the Society. In the absence of ease of these persons, by a Chairman chosen by a majority of the BOARD members present at the meeting. The Secretary of the Society shall act as a secretary of all meetings of the BOARD, provided that, in absence, the presiding officer shall appoint another person act as Secretary of the meeting.
SECTION 8:ACTION BY UNANINOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the BOARD under any provision of lay may be taken without a meeting, if all members of the BOARD shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the BOARD. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law that relates to action so taken shall state that the action was taken by unanimous written consent of the BOARD without meeting and that the Bylaws of this Society authorize the directors to so act, and such statement shall be prima facie evidence to such authority.
SECTION 9: MANAGEMENT ASSISTANCE
The services of contractors may be obtained to assist officers in carrying out their duties and responsibilities.
9.1 Members and their families are prohibited from being employed within such a service.
9.2 Such services will be arranged by contract and not by an employer- employee arrangement.
9.3 Such services shall be of an administrative support capacity and not in the capacity of executive management.
SECTION 10: BORROWING MONEY
The Board shall have full power and authority to borrow money on behalf of the Society, including the power and authority to borrow money from any of the members, directors, or officers of the Society, and otherwise to incur indebtedness or behalf of the Society, and to authorize the execution of promissory notes, or other evidence of indebtedness on behalf of the Society, and to agree to pay interests thereon to sell, convey, alienate, transfer, assign, exchange, lease, and otherwise dispose of mortgage, pledge, hypothecate and otherwise encumber the property, real and personal, and the franchises of the Society to purchase, lease and otherwise acquire property, real and personal on behalf of the Society, and generally to do and perform, or cause to be done and performed and every act which the Society may lawfully do and performs.