Board of Directors

Section 1. The Board of Directors shall consist of ten (10) members, all of whom shall be nominated and elected by the Club members at the annual meetings. The term of office for each Director shall be two (2) years and shall expire for five (5) Directors in even numbered years and for five (5) Directors in odd numbered years, to provide continuity in management.

Section 2. Any vacancy on the Board of Directors may be filled by appointment by a majority of the remaining Directors, with the Appointee to serve only the remainder of the term of the Director being replaced or by popular vote at the annual meeting.

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. 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.
3. 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.
4. 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. (This was previously located in the Club Guidelines.)

• Active Board Member - an L-3 employee who is a member of the E-Club, elected to the Board of Directors at an annual E-Club meeting.
• Appointed Board Member - an L-3 employee 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 term of the board member who resigned or vacated their position.
• Adjunct Board Member - (was Associate 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) retired (L-3) members may serve as Board members.
• 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 Members 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.