Article VI: Board of Directors
6.1 Authority and Responsibilities
The Board of Directors shall be the governing body of the Society and shall promote its mission, determine its Policies, and direct and control the affairs of the Society.
6.2 Composition of the Board
6.21: The Board of Directors shall be comprised of six members elected at-large, plus the elected officers of the Society.
6.22: The President of the Society may appoint non-voting members to the Board with agreement by a quorum of the voting Board members.
6.3 Elections, Replacement and Removal of Directors
6.31: Directors-at-large shall serve staggered terms of three (3) years each. One third of the Directors shall be elected each year under the terms of Article 5.3 above. Directors-at-large may not serve more than two (2) consecutive terms.
6.32 Vacancies: Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled by the Directors from among members of the Society, if they shall see fit to do so. Otherwise such vacancy shall be filled at the next general meeting of the members at which the Directors are elected. If there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. Directors who are selected by the Board or elected by the members to fill a vacant position shall serve for the remainder of the term of the Director who they are replacing.
6.33: If in the opinion of the Board a Director is not acting in the best interests of the Society, the President or any two members of the Board may call an extraordinary meeting of the Board to determine whether or not the member concerned shall be dismissed from the Board. Any Board Member missing three (3) consecutive meetings of the Board without notice of intent to be absent, may, in the discretion of the Board, be removed from the Board.
6.34: The members of the Society may, by resolution passed by at least two-thirds of the votes cast at an Annual Business Meeting, remove any Director before the expiration of her/his term of office. Notice specifying the intent to pass such resolution shall be served by the Society to all members upon the request of any member at least 60 days prior to the Annual Business Meeting, so long as such request is accompanied by the signed petitions of at least one hundred members supporting such a resolution. Any vacancy created shall be filled as set forth in 6.32, above.
6.35: No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting or any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
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All terms of members of the Board of Directors shall commence at the end of the Annual Business Meeting or when appointed to the Board.
6.5 Board Chair
The President of SRA shall be the Chair of the Board of Directors. The Board may designate another voting Board member as Chair of a specific meeting in the absence of the President.
6.6 Annual Meeting
There shall be an annual meeting of the Board of Directors in conjunction with the Annual Business Meeting of the Society.
6.7 Other Meetings
6.71: Other meetings of the Board of Directors may be called by the President or by petition to the President by at least one-third of the members of the Board of Directors. A meeting by petition shall be held within thirty (30) days of the receipt of the petition.
6.72: Notice of such meetings shall be communicated to each Director not less than 48 hours before the meetings are to take place. The declaration of the Secretary or Chair that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. The Directors may consider or transact any business either special or general at any meeting of the Board.
6.73: No error or omission in giving notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting, but any objection by a Board member who was not in attendance at any meeting shall be sufficient to require the Board to reconsider any motions considered at the meeting for which proper notice was not given. All Directors attending a meeting without objection to the failure to give proper notice shall be deemed to waive notice. Any Director may also specifically waive notice in connection with any such meetings.
A quorum of the Board of Directors shall be a majority of the voting members.
6.9 Approval of Motions
Approval of actions of the Board of Directors requires a majority of members present and voting.