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ARTICLE IX
Directors shall not receive any stated salary for their services as such, but the Board of Directors shall have power in its discretions to contract for, and to pay to an individual, who may be a director, special compensation for rendering unusual or exceptional services to the Corporation in an amount appropriate to the value of such services. Nothing herein shall be deemed to prohibit a person employed by the Corporation from serving as a director, or from receiving compensation commensurate with his employment for services rendered in such employment even though such employee is also a director.
ARTICLE X
Section 1. The Corporation is comprised of two (2) classes of membership, and all persons who subscribe to the Corporation’s purposes shall be eligible. The classes of membership are:
(1) Voting members;
(2) Volunteer members.
The voting membership is comprised of individuals or organizations who pay annual dues and who wish to be involved in the Corporation’s decision-making by taking part in the voting procedures. Individual members, each family member, and a single representative from a business or organization is entitled to one vote. The voting membership shall receive the Corporation’s newsletter (s), notices of meetings and activities and (upon written request), any other information about or concerning the Corporation that is available, such as agendas and minutes of the meetings.
The volunteer membership is comprised of individuals or organizations who take part or are interested in the Corporation’s activities but do not wish to hold a vote. Volunteer members will receive the newsletter (s), notices of meetings and activities, and other information deemed necessary by the Board. No fee or annual dues is required for becoming a volunteer member.
Section 2. At least 60 days before the annual meeting, the Board of Directors shall appoint a nominating committee composed of three (3) members of the voting membership. The nominating committee shall notifiy the voting membership within ten (10) days after appointment of the nominating committee that nominations are open. At that time, nominations shall be invited from the voting membership. Nominations shall be open up to and including the fortieth (40) day prior to the annual meeting.
Section 3. The nominating committee and the Secretary shall, no less than 30 days before the annual meeting, notify the voting membership of the nominees for office.
Section 4. The Secretary shall mail a ballot carrying the names of the candidates, listed in alphabetical order, and a brief biographical sketch of the candidates to the voting membership.
Section 5. There shall be left a blank line under the names of the candidates for each offrice for additional names to be written in by voters. A notation on the ballot shall specify the date by which the ballot is to be returned to the chairperson of the nominating committee and the date shall be at least 5 days prior to the annual meeting.
Section 6. It shall be the duty of the nominating committee, with at least two –thirds (2/3) of the committee members present, to open the ballot envelopes and count the votes at the annual meeting. Voting members present at the annual meeting shall vote by secret ballot with only those eligible voters present at the session allowed to vote. All official ballots shall be destroyed by the nominating committee after the officers are installed. Ballots received after the voting deadline shall be destroyed unopened.
Section 7. The Chairperson and Vice-Chairperson shall be elected at the annual meeting of the membership for the term of one (1) year, to serve until the next annual meeting or until their successors are elected and qualified. All other directors shall be elected for two (2) year terms, half of whom shall be elected in a given year. If, for any reason more than four (4) directors are elected in a given year, a lottery shall decide those directors who will serve one (1) year and those who will serve two (2) years. Any two offices, other than Chairperson and Secretary, may be held by the same person.
Section 8. The Chairperson, Vice-Chairperson or any other voting member of the Corporation appointed by the Chairperson shall act as the representative of the Corporation.
Section 9. Any member of the Board of Directors unable to attend a meeting shall, if at all practicable, notify the Chairperson of his or her intended absence prior to the meeting.
Section 10. Any vacancies that may occur on the Board of Directors may be filled by a process determined by a majority of the Board of Directors. The replacement Director shall be approved by a majority of the Board and will serve for the remainder of the unexpired term.
Section 11. A Director may resign at any given time by giving written notice of such resignation to the Chairperson and the Secretary of the Corporation. Any Director may be removed from office by a vote of he majority of the members at a regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least 30 days notice in writing of the meeting at which such removal is to be voted upon, shall be advised of the proposed removal, and shall be entitled to appear before and be heard at such meeting.
These By-laws have been duly adopted and approved by a majority of the votes casted and counted at the 2001 annual meeting of the Corporation on the 17th day of November 2001.