Section 1. Regular Meetings.
A regular meeting of the Board of Directors of the Association shall be held without further notice than this By-Law on the second Wednesday of each month at 5:00 p.m. at the principal office of the Association. The Board of Directors may, by resolution, change the time and place for the holding of these regular meetings. Further, the place and time of any specific regular meeting may be changed by the consent of a majority of the Board of Directors. Meetings of the Board of Directors, except when in executive session, shall be open only to members of the Association.
Section 2. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them.
Section 3. Notice of Special Meetings.
Notice of any special meeting shall be given at least one (1) day prior thereto by written notice either delivered personally, by mail or by electronic communication to each Director; provided, however, that in the event of an emergency, a special meeting may be had as soon as a quorum of Directors is available and consents to the holding of such special meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed with postage thereon prepaid. If notice is delivered electronically, such notice shall be deemed to be delivered when the electronic communication is sent. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the allegation that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 4. Quorum.
A majority of the number of Directors fixed by Section 2 of Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 5. Manner of Acting.
Except as otherwise provided for in the Certificate of Reincorporation of the Association, as amended from time to time, the By-Laws of the Association, or appropriate State or Federal laws, the act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6. Request to be Placed on Agenda.
Any member, except an employee of the Association, who desires to present a matter to the Board for its consideration shall give written notice of such matter to the Manager of the Association no later than 4:00 P.M. on the Friday preceding the regular Board Meeting the member or group of members wishes to attend, or it will be held until the next regular meeting of the Board. Should the agenda be too crowded in the opinion of the Manager, the matter will be held for the next regular Board Meeting. To be considered, the request must contain the following information: (a) the name, address, telephone number, and signature of the member making the request; (b) the date of the Board Meeting at which the matter is to be presented; (c) the substance of the request or issue to be presented and the reason(s) therefor; (d) all documents to be provided to the Board during the presentation; and (e) the name, address, and telephone number of the spokesperson for the group if different from the member making the request. Such spokesperson shall be the only voice of the group at the Board Meeting. The President of the Board or presiding Board Member may place reasonable time restrictions on any such presentation to the Board. All dealings between the Board and employees of the Association shall be through such employee’s immediate supervisor and the Manager, except for complaints against the Manager which shall be delivered in writing to the President of the Board.
Section 7. Participation in Meeting by Telephonic or Videoconference Means.
The Board of Directors may conduct meetings through telephonic or videoconference means, and Directors may participate in regular or special meetings of the Board by such means. A quorum of the Board of Directors may be at different locations for the purpose of conducting a meeting through telephonic or videoconference means.