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BOARD OF DIRECTORS
23. The property and business of the Corporation shall be managed by a Board of Directors, comprised of a minimum of three (3) Directors.
24. The number of Directors may be greater than three as determined by a majority of the Directors and sanctioned by a majority vote of the members at a members meeting to determine the number of Board Directors.
25. Founding Directors, excepting Bylaw 11(B), term of office will continue until successors are elected at the first annual or general meeting of members.
26. Directors shall be elected for a term of one (1) year at the initial annual meeting of members. All Director Terms of office thereafter will be for 3 years.
27. Retiring Directors are eligible to stand for re-election.
28. If at any time a Director resigns before term his replacement shall be appointed by the remaining Directors and the term of office for the replacement shall be the balance of term remaining by the resigned Director.
29. A retiring or resigning Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement or resignation is accepted and his successor is elected or appointed.
30. The office of Director shall be automatically vacated:
A. Through Bylaws 11 (B), 11 (D) or 12;
B. If he is found by a court to be of unsound mind;
C. If he becomes bankrupt or suspends payment or compounds with his creditors;
D. On death;
Should a vacancy occur for any reason, the Board of Directors may fill the vacancy with a member of the corporation in good standing.
31. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position. A Director may be paid reasonable expenses incurred by in the performance of their duties. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any capacity, other than as a Director of the corporation, and receiving compensation therefore.
POWERS OF DIRECTORS
32. The Board of Directors of the Corporation administers the affairs of the Corporation in all things.
33. The Board of Directors shall have power to authorize expenditures as well as borrow funds on behalf of the Corporation for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may deem requisite. Funds up to the amount of $2000 may only be borrowed with the written consent and approval of a majority of the directors. The requirement and intended use of all borrowed funds shall be identified in writing prior to their approval.
34. The Board of Directors shall take such steps as they deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
35. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
DIRECTORS’ MEETINGS
36. The Board of Directors shall meet at least once a year, the time and place to be determined by the Directors. Such meeting may be conducted by teleconference, internet or such other communication agreeable to the directors.
37. A majority of Directors in office, from time to time, but no less than 2 Directors, shall constitute a quorum. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.
INDEMNITY TO DIRECTORS AND OTHERS
38. Every Director of the Corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
A. All costs, charges and expenses which such Director sustains or incurs in or about any action, suit or proceedings which he brought, commenced or prosecuted against him, or in respect of any act, deed, matter of things whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any liability;
B. All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
39. The Directors may purchase General Liability insurance and/or Director/Officer Management Liability insurance up to but not exceeding an amount of $2,000,000.00 to protect each Director against General and or Director/Officer Management Liability and paid for by the Corporation.
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