STU.25-08 Greenwell - Greenwell - Laserfiche WebLink

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25 08 Section 4.9 Board Meeting Notice. The President or Secretary shall give prior notice of each meeting of the Board in writing by mailing the notice to the Board not less than seven (7) days before the Board meeting or by giving prior notice to the Board personally, by telephone, electronic mail or FAX not less than five (5) days before the meeting. The failure by the Secretary to give such notice or by any director to receive such notice shall not invalidate the proceedings of any meeting at which a quorum of the directors is present. Section 4.10 Board Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. A Board member may participate in the meeting either telephonically, electronically (e.g,, Skype, Google hangout) or in person for purposes of the quorum and any action taken at the meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a vote if all of the Directors then in office consent to the action by telephone and file within two weeks of the meeting written consent in the form of an electronic mail (email), facsimilie (FAX) or other written consent with the records of the meeting of the Board of Directors via the Secretary. Such written consent or emails, shall be treated, for all purposes, as votes at a duly convened meeting of the Board of Directors. ARTICLE V Officers Section 5.1 Officers. The Officers of the ASSOCIATION shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer, and such other officers as may be determined by the Board. No director may hold more than two offices at a time. Section 5.2 Election. The Officers of the ASSOCIATION shall be elected annually by the Directors at their annual Board meeting. Each Officer shall hold office until the next annual meeting of the Board of Directors and until his/her successor shall have been elected and qualified. Section 5.3 President. The President shall direct and administer the affairs of the ASSOCIATION as its executive head and shall supervise all phases of its activities, subject to instructions by the Board. The President shall also be an Ex Officio member of all committees. The President shall normally preside at all meetings of the Board of Directors and the general membership meetings. The President shall work with the other officers and is responsible for submitting the ,annual budget to the membership at the annual members' meeting. 14