Board of Directors
Section 1. Number of Board of Directors. There shall be a Board of Directors composed of the officers elected by the Association and the last preceding president. The members of the Association may also elect to the Board of Directors an additional one, three or five other members of the Association for a term of one year commencing on the first day of July of the year following such election and continuing thereafter until their successors are duly elected and qualified.
Section 2. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.
Section 3. Powers of the Board of Directors. The Board of Directors shall have the power to make rules governing its meetings and the conduct of its affairs, and to fill all offices in which vacancies occur for the remainder of the term thereof. It shall have the power and authority to conduct and to administer the procedures by which the annual elections to all elective positions of the Association are held. The Board of Directors shall have such other powers as provided by Minnesota law.
Section 4. Written Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. Signed written action includes authenticated electronic communication in which a director indicates assent or approval. The written action is effective when signed by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.
As used in this Section the term Òauthenticated electronic communicationÓ means any form of communication, not directly involving the physical transmission of paper, that
(a) creates a record that may be retained, retrieved and reviewed by the recipient of the communication,
(b) may be directly reproduced in paper form by the recipient through an automated process,
(c) is delivered to the Board of Directors or a member thereof, and
(d) sets forth information from which the Board of Directors can reasonably conclude that the communication was sent by the purported sender.
Section 5. Regular Meetings. The Board of Directors shall meet at least annually immediately preceding or following the annual meeting of members, and shall have regular meetings at such places and times as it shall establish by resolution.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the President or any two (2) directors, provided that any such request shall specify the purpose or purposes for the meeting. The President shall set the date for the special meeting within three (3) working days of receiving such a request and shall give not less than five (5) nor more than thirty (30) days written notice of the time, place and purposes of such special meeting. The business transacted at a special meeting is not limited to the purposes stated in the notice of the meeting unless otherwise required in these Bylaws.
Section 7. Electronic Communications. A conference among directors by a means of communication through which the directors may simultaneously hear each other during the conference is a meeting of the Board of Directors if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference is a quorum. A director may participate in a meeting of the Board of Directors by any means of communication through which the director, other directors so participating, and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any of the above-mentioned means is personal presence at the meeting.
Section 10. Resignation of Directors. A director may resign at any time by giving written notice to the Secretary/Treasurer of the Association. The resignation is effective without acceptance when the notice is given to the Association, unless a later effective time is specified in the notice. A director who has failed to attend six (6) meetings of the Board in any fiscal year is deemed to have resigned effective the date of the sixth missed meeting.
Section 11. Removal of Directors. A director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting; provided that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that removal of such director is to be on the agenda for such meeting shall be given to each director.
Section 12. Filling Vacancies. In the event of the death, removal or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting.