Board of Directors

Section 1. The Board of Directors shall consist of a minimum of four (4) and a maximum of ten (10) members, all of whom shall be nominated and elected by the Club members at the annual meetings. A Board consisting of a minimum of 4 directors shall be active or appointed members per Section 6 and two (2) of the four (4) directors shall be full members per Article II, Section 1. The term of office for each Director shall be two (2) years. Any Board member who has served a 2-year term may run for re-election for a 1-year term. Any Board member who has filled a vacancy and/or served one year, may be allowed to run for re-election for a 1-year term. Total of Board members serving 1 year terms should not exceed 3 in one year.

Section 2. Any vacancy on the Board of Directors may be filled by appointment by a majority vote of the remaining Directors, with the Appointee to serve only the remainder of the term of the Director being replaced. Appointees must run for re-election at the annual meeting in accordance with Article V, Section 1.

Section 3. Meetings of the Board of Directors shall be in accordance with the following guidelines:

  1. Regular meetings of the Board of Directors shall be held on a monthly basis.
  2. At the first meeting of the Board of Directors, the previous or current President shall open the meeting and ask for nominations to elect or re-elect the position of President. The elected President will conduct the remainder of the meeting and ask for nominations to elect or re-elect the remaining officer positions.
  3. The Board of Directors shall, at their first meeting, determine and approve a set time for meetings to be called, such time to benefit the majority of Directors.
  4. The President, or in his or her absence, the Vice President, may call a special meeting of the Board of Directors at any time; and shall do so upon the request of any five (5) Directors.
  5. Notice of special or adjourned meetings of the Board of Directors shall be given to each Director a reasonable time before each meeting and in such manner as the Board of Directors may from time to time, by resolution, prescribe.

Section 4. The Board of Directors shall have the general direction and control of the affairs of this Club.

Section 5. A majority of all the Directors shall constitute a quorum for the transaction of business at any meeting thereof; but less than a quorum may adjourn from time to time until a quorum is in attendance. Notice of an adjourned meeting shall be given the Directors, as provided in Section 3.

Section 6. The Board shall be composed of the following types of Board Memberships.

  • Active Board Member - an employee of the sponsoring organization who is a member of the E-Club, elected to the Board of Directors at an annual E-Club meeting.
  • Appointed Board Member - an employee of the sponsoring organization who is a member of the E-Club and is appointed to the board by the remaining board members when a current board member has resigned or otherwise vacated their board position. The appointed board member will serve out the remainder of the year from the time appointed until the next annual E-Club meeting.
  • Adjunct Board Member - Appointed by the board. This member may not vote. Helps on projects and events; provides input from a different point of view.

Section 7. The following restrictions apply to the make-up of the Board, either by popular vote or by appointment of the Board.

  • A maximum of three (3) retiree members may serve as Board members. For a minimum board of four members, a maximum of two retired members may serve (see Article V, Section 1).
  • A maximum of four (4) activities clubs' officers may serve as Board members with the following restrictions:
    • A club officer may not serve as treasurer or president of the Board.
    • A single club may not have more than one officer serve on the Board.

Section 8. If the Board of Directors meetings fall into repeated lack of agreement, a Board Member may ask for a vote of confidence for all Board members. The request shall be granted by the President and shall be accomplished by secret ballot or email and may be done at any time. The vote shall be handled by the secretary or the treasurer. The secretary shall list all Board Members names on the ballot with a box of confidence and no-confidence. If any board member receives a majority of the quorum vote of no confidence, the Board Member shall no longer serve on the Board. The Board will appoint a replacement.

Section 9. The Board of Directors may, by resolution and a majority vote, designate another individual to act temporarily in the place and stead of any officer who is absent, disqualified, or otherwise unable to perform the duties of his or her office, except where line of succession of officers or the alternate of a directors duties take precedent.

Section 10. If a Board Member is unable to perform his or her assigned tasks, the President may ask for a vote to determine if the person shall continue as a Board member. This vote may be conducted by secret ballot, at the President's discretion. A majority of the quorum vote is required to pass the motion.