Laserfiche WebLink
SECTION 14. CONDUCT OF MEETINGS <br />Meetings of the Board of Directors shall be presided over by the President of the Board, or <br />appointed Chairperson of the Board, or, in his or her absence, by the Vice President of the <br />corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of <br />the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all <br />meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint <br />another person to act as Secretary of the Meeting. <br />Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to <br />time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the <br />Articles of Incorporation of this corporation, or with provisions of law. <br />SECTION 15. ACTION BY TWO THIRDS WRITTEN CONSENT WITHOUT MEETING <br />Any action required or permitted to be taken by the Board of Directors under any provision of law <br />may be taken without a meeting, if 2/3 (two thirds) of the members of the full Board shall <br />individually or collectively consent in writing to such action. Each Board member shall be notified <br />of the need for written consent without a meeting through first class mail, a fax, e-mail or phone <br />call. Such written consent or consents shall be filed with the minutes of the proceedings of the <br />Board. Such action by written consent shall have the same force and effect as the simple majority <br />vote of the Directors. Any certificate or other document filed under any provision of law which <br />relates to action so taken shall state that the action was taken by two-thirds written consent of the <br />Board of Directors without a meeting and that the Bylaws of this corporation authorize the <br />Directors to so act, and such statement shall be prima facie evidence of such authority. <br />SECTION 16. VACANCIES AND REMOVAL: <br />Any Board members with three (3) unexcused absences from a regularly scheduled Board meeting <br />within a one year term of the Board shall be automatically removed from the Board, and a vote of <br />the Board is not required for this removal. Board members who miss six (6) regular Board meeting <br />within a one year Board term, whether excused or unexcused, shall be automatically removed <br />from the Board. <br />Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any <br />Director, and (2) whenever the number of authorized Directors is increased. <br />The Board of Directors may declare vacant the office of a Director who has been declared of <br />unsound mind by a final order of court, or convicted of a felony, or been found by a final order or <br />judgment of any court to have breached any duty under Section 5230 and following of the <br />California Nonprofit Public Benefit Corporation Law. <br />If this corporation has any members, then, if the corporation has less than fifty (50) members, <br />Directors may be removed without cause by a majority of all members, or, if the corporation has <br />San Leandro Improvement Association Bylaws 9 October 2013 <br />