Article III
ARTICLE III DIRECTORS
Section 3.1. General Powers The business and affairs of the Corporation shall be managed and controlled by the Board of Directors, and the Board of Directors shall have the sole voting power and shall exercise all the powers of the Corporation. Without limiting the generality of the foregoing or any other provision of these Bylaws, the Articles of Incorporation or law, the Board of Directors shall conduct strategic planning not less frequently than annually. The Board of Directors shall make appropriate delegations of authority to the officers and, to the extent permitted by law and subject to the other provisions of these Bylaws, the Board of Directors may authorize by appropriate resolution one or more committees to act on its behalf when it is not in session.
Section 3.2. Number, Qualification and Term Except for the initial Board of Directors named in the Articles of Incorporation, the Board of Directors shall consist of
fifteen (15) members elected by the Board of Directors of the
Corporation. By vote of the Board of Directors at the first annual
meeting of the Board of Directors, the Directors shall be divided into
three (3) classes of three (3) Directors each designated as Class One,
Class Two and Class Three, respectively. The Class One Directors
elected at the first annual meeting of the Board of Directors shall be
elected for one (1) year terms, the Class Two Directors elected at the
first annual meeting of the Board of Directors shall be elected for
two (2) year terms, and the Class Three Directors elected at the first
annual meeting of the Board of Directors shall be elected for a
three (3) year term. At each annual meeting after the first annual
meeting of the Board of Directors, Directors elected to succeed those
whose terms have expired shall be elected for three (3) year terms. Directors shall be elected until their respective successors shall have been duly elected and qualified. The Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Board of Directors or until their successors are elected and qualified.
Section 3.2 A. Auxiliary Board
Representative During times that a support auxiliary to the
Fort New Salem Foundation exists, the lead officer of that group (known
as its director, chair, president or other applicable terminology used
by that group) shall serve as a member of the Fort New Salem Foundation
Board of Directors. This Auxiliary Board Representative shall have full
powers of a member of the Board of Directors except they shall be
prohibited from serving as an officer of the Fort New Salem Foundation,
Inc. The name of the applicable individual shall be sent in writing to
the Fort New Salem Board Chair from the Auxiliary and reported to the
next Board of Directors Meeting. This is to be repeated annually. This
position shall not count as one of the current maximum board of
directors positions. The term is for the current year in which the
individual serves as the auxiliary's lead officer. In the event the
auxiliary ceases to exists, the term of this position ends immediately.
Section 3.3. Vacancy Any vacancy on the Board of Directors shall be filled by the Board of Directors of the Corporation. A Director elected to fill a vacancy shall be elected for the unexpired term of such Director's predecessor in office.
Section 3.4. Removal of Director At any duly called meeting, a two-thirds (2/3) majority of the Board of Directors may remove any Director or Directors with or without cause.
Section 3.5. Regular Meetings An annual meeting of the Board of Directors shall be held in January of each year concurrent with the annual meeting of the members of the foundation, commencing in 2002, for the election of Directors, at such specific time and place as shall be determined by resolution of the Board, without further notice. Regular meetings of the Board of Directors shall otherwise be held not less than quarterly, and may be held with or without notice, and at such time and at such place, as shall from time to time be determined by the Board. The first meeting of each newly elected Board of Directors shall be held for the election of officers and appointment of committees immediately following the annual meeting of the Board of Directors in January, without further notice.
Section 3.6. Special Meetings Special meetings of the Board of Directors may be called by the Chairman or the Executive Director and shall be called by the Chairman, the Executive Director or the Secretary/Treasurer on the documented request of three (3) or more Directors. Documented requests shall include requests sent by telecopier, facsimile, or electronic mail, or other written requests. Except as otherwise required by law, notice of each special meeting of the Board of Directors shall be given to each Director at least twenty‑four (24) hours before the time of the meeting, and such notice shall include the time, place, and purpose of the meeting and the business to be transacted thereat.
Section 3.7. Waiver of Notice Notice of any meeting may be waived by any Director in writing signed by the Director entitled to such notice, filed with the records of the meeting, whether before or after the time stated therein. In addition, attendance of a Director at any meeting, special or otherwise, shall constitute a waiver of notice of such meeting, except when a Director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as may be otherwise provided by law, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 3.8. Quorum; Attendance At all meetings of the Board of Directors, a majority of Directors entitled to vote who are present in person or by written proxy presented to the secretary or chairperson prior to the commencement of the meeting shall constitute a quorum for the transaction of business. At any meeting at which a quorum is so determined, the act of a majority of the Directors present, entitled to vote and voting at the meeting shall be the act of the Board of Directors, unless otherwise specifically provided by law, the Articles of Incorporation, or these Bylaws, except that any action which may be taken at a meeting of the Directors may be taken without a meeting and vote if a consent in writing (setting forth the action so taken) shall be signed by all Directors. If a quorum as defined herein shall not be present at any meeting of Directors, a majority of the Directors present thereat may adjourn the meeting without notice other than announcement of the meeting, until such time as a quorum is present
Section 3.9. Procedure at Meetings The Board of Directors, at the initial meeting, shall appoint one of their number to act as Chairman. The Chairman shall preside at meetings of the Board of Directors. The Secretary shall act as secretary at all meetings of the Board or, in his or her absence, the presiding officer of the meeting shall designate any person in attendance to act as secretary. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board of Directors may determine.
Section 3.10. Board Committees In addition to the standing committees set forth in 3.10-1, 3.10-2, 3.10-3, 3.10-4, 3.10-5 and 3.10-6 hereafter, the chairman or Board of Directors, by resolution, may from time to time designate members of the Board of Directors and others who are not Directors to constitute committees which have the authority specified in the respective resolutions appointing them. These committees are strictly advisory and may not initiate changes, actions or remedies without approval of the board of directors. Further, a majority of the members of any committee shall be a quorum, may determine its action, and fix the time and place of its meetings, unless a resolution of the Board of Directors shall otherwise provide. Except as otherwise expressly set forth in 3.10-1, the members of committees need not be members of the Board of Directors, shall be nominated by the Chairman, and shall be approved annually by the Board of Directors. The Board of Directors shall have power at any time to change the number of any committee that is not a standing committee, or to replace members of any committee or fill vacancies of any committee, or to discharge any committee that is not a standing committee. Minutes of such committees shall be submitted to the board with all recommendations for action clearly indicated. Committee members shall be indemnified as are members of the Board of Directors as described in Section 5.7 hereinafter to the extent allowed by law and compensation, if any, of committee members shall be as described in Section 3.11 hereinafter.
Section 3.10-1. Finance Committee. There shall be a finance committee (the “Finance Committee”) which shall consist of not less than five (5) members one of whom must be the Treasurer. The duties of the Finance Committee shall include preparation of annual operating and capital budgets (giving consideration to fundraising) for consideration and approval by the Board of Directors, financial evaluation of programs and projects, evaluation of income and expenditures, and working with all other committees to analyze internal and external financial circumstances.
Section 3.10-2. Fundraising Committee. There shall be a fundraising committee (the “Fundraising Committee”) which shall consist of not less than five (5) members. The duties of the Fundraising Committee shall include identifying and recommending appropriate methods of fundraising, such as, without limitation, gifts, bequests, grants, sponsorships, corporate underwriters, in-kind services and so forth, identifying and recommending appropriate forms of acknowledgment, identifying and recommending contingency plans for unexpected financial needs, working in conjunction with the Treasurer and the Finance Committee, and identifying and recommending short and long-term fundraising strategic planning and goals.
Section 3.10-3. Volunteers Committee. There shall be a volunteers committee (the “Volunteers Committee”) which shall consist of not less than five (5) members. The duties of the Volunteers Committee shall include determining and recommending how to effectively reach a broader support base, recruiting and retaining volunteers, designing job descriptions for volunteer work for approval by the Board of Directors, and coordinating volunteer work schedules.
Section 3.10-4. Physical Plant Committee. There shall be a physical plant committee (the “Physical Plant Committee”) which shall consist of not less than five (5) members. The duties of the Physical Plant Committee shall include developing and recommending short-term and long-term goals to stabilize existing buildings, analyzing and recommending possible building replacements, and developing and recommending plans for a multi-purpose year round facility.
Section 3.10-5. Programming Committee. There shall be a programming committee (the “Programming Committee”) which shall consist of not less than five (5) members. The duties of the Programming Committee shall include working in conjunction with and under the guidance of the Executive Director, program development staff and the Finance Committee to develop and recommend programs that serve the community and state’s needs and fulfill the organization’s goals, purposes and objectives.
Section 3.10-6. Public Relations Committee. There shall be a public relations committee (the “Public Relations Committee”) which shall consist of not less than five (5) members. The duties of the Public Relations Committee shall include promoting the reputation and importance of Fort New Salem in order to enhance the organization’s public standing.
Section 3.11. Compensation Members of the Board of Directors. Members of the Board of Directors, the Corporation or any committee shall receive no compensation for any services rendered in such capacity. Nothing herein shall preclude any Director, Member or committee member from receiving compensation for services actually rendered in any other capacity, or from receiving payment for expenses incurred for serving the Corporation as a Member, Director, committee member or in any other capacity.
Section 3.12. Telephonic Meeting Unless otherwise restricted by statute, the Articles of Incorporation, or these Bylaws, members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
