ARTICLE III - Board of Directors

Answer

Section 1.    Number. The management of the Club shall be vested in a Board of Directors (the “Board”) of not less than six (6) persons nor more than twelve (12), each of whom shall be a Regular Member of the Club. The Officers, described in Article IV, shall be included in the number stated here. The number of Board members to be elected shall be established bi-annually by a majority of the incumbent Board, and shall include the officers and at least one at-large director.  Note that if the Board adds new board positions within the allowed number of total board positions, the newly added positions shall be filled as any other vacancy, as described in the Bylaws.

Section 2.    Duties of Directors. Directors shall participate in the working operations of the Club’s meetings, programs and related activities. A director in good standing must attend at least 50% of the scheduled Board meetings in person or via electronic conference.  Each director shall also assume leadership responsibility for one or more of the Club’s programs, activities or committees, and actively participate in one or more committees.

Section 3.    Term and Compensation. Directors shall be elected bi-annually by a majority of the Regular Members participating in the annual meeting of the Club, and shall hold office for a term of  two (2) years or until their successors have been elected and qualified, or until removal as provided herein. Directors shall not be paid for their services to the Club.

Section 4.    Removal of Directors. In addition to any other method provided by Illinois law, a director may be removed for cause by unanimous vote of all other directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal.

Section 5.    Vacancies. If the office of any director becomes vacant for any reason, the Board shall have the power to appoint, by majority vote of the Board, any qualified person to fill such vacancy, who shall hold office for the unexpired term of the predecessor director or until a successor is qualified and elected.

Section 6.    Meetings. Meetings of the Board may be held at any time, and at any place within or without the State of Illinois. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director, or the President’s designee. Notice of every meeting shall be given to all members of the Board by e-mail and/or other electronic format chosen by the Board, provided, however, that such notice need not be given if waived in writing by all directors. 

Section 7.    Quorums.  A quorum of the Board of Directors required to conduct a meeting shall consist of a majority of all Board of Directors.  A quorum of the Board of Directors required to pass a vote or take action on behalf of the Club shall be dictated as stated in these Bylaws, or where not stated, shall consist of a majority of all Board of Directors.