T.W.

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Authority. The Board of Directors will be responsible for the managing and directing of the affairs of the Organization. It will adopt and amend Bylaws; elect officers and prescribe their duties; fill vacancies on the Board for unexpired portions of any term; and, has the power to do, or require to be done, everything deemed necessary or expedient for the promotion and protection of the Organization not consistent with these Bylaws or the Articles of Incorporation. The Board will be responsible at its discretion to employ or discharge an Executive Director for the Organization, to prescribe duties and salary for said employee, and to approve guidelines recommended by the Executive Director for duties and salary of any additional employees. Board members will follow the “Responsibilities, Expectations, and Code of Ethics” (W-1) and the current “Board of Directors Job Descriptions” (W-2) documents.

3. Vacancies. Any vacancy on the Board of Directors which occurs prior to the annual General Membership Meeting may be filled by a majority vote of the Board of Directors. The appointed Director will serve out the remaining term of the Director being replaced.

Our Secretary resigned. Many of the BOD would like to figure out how to retain her. Here are what are bylaws say. There was no discussion or vote, only the President accepted her resignation. Can a motion be made to consider her resignation? Or reconsider? 10. Resignation and Termination. To resign, a Director will submit a written resignation to the Secretary. Resignation will not relieve a Board member of unpaid dues, or other charges previously accrued. Also, a Board member can have their Board position terminated by a two-thirds (2/3) vote of the existing Board of Directors if that member’s participation or presence is in direct conflict with the mission of the Organization. Any member of the Board of Directors may be removed with cause, at any time, with a request for resignation or by a two-thirds (2/3) vote of the members of the Board if in their judgment the best interest of the Organization would be served thereby. Each Director must receive official notification of the closed or emergency meeting regarding the proposed action at least three (3) days in advance of such meeting. A resignation or removal from the Board of Directors will be effective immediately, to include any officer position he/she may be filling (President, Vice President, Treasurer or Secretary). 5. Action Without Meeting. The Board may, by written consent of a majority of Directors, ratify action taken through email without a meeting. Board action taken without a meeting will also be valid provided the President has consulted each member of the Board in writing and Board majority has approved the action.