3.7 Resignation. Each Board member shall have the right to resign at any time upon written notice
thereof to the Board Chair, Secretary of the Board, or the Executive Director. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance
of such resignation shall not be necessary to make it effective.
3.8 Removal. A Board member may be removed, with or without cause, at any duly constituted
meeting of the Board, by the affirmative vote of a majority of then-serving Board members.
3.9 Meetings. The Board’s regular meetings may be held at such time and place as shall be
determined by the Board. The Chair or any four regular Board members may call a special meeting
of the Board on three days’ notice to each member of the Board. Notice shall be served to each
Board member via hand delivery, US mail, e-mail, or fax. The person or persons authorized to call
special meetings of the Board may fix any place, so long as it is reasonable, as the place for
holding any special meeting of the Board called by them.
3.10 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may
determine from time to time. In the event the Secretary is unavailable, the Board Chair shall
appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to
act as Secretary, shall prepare minutes of the meetings which shall be delivered to
ORGANIZATION to be placed in the minute books of ORGANIZATION.
3.11 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or
any action that may be taken at a meeting of the Board, may be taken without a meeting if
consent in writing setting forth the action so taken shall be signed by all Board members. Such
consent shall be placed in the minute book of ORGANIZATION and shall have the same force and
effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written
consent may be executed in multiple counterparts or copies, each of which shall be deemed an
original for all purposes. In addition, facsimile signatures and electronic signatures or other
electronic “consent click” acknowledgments shall be effective as original signatures.
3.12 Quorum. At each meeting of the Board or Board Committees, the presence of the lesser of (a) 7
members, or (b) one-third of the members then serving on the Board (but in no case less than 3)
or committee (but in no case less than 2) shall constitute a quorum for the transaction of business.
If at any time the Board consists of an even number of members and a vote results in a tie, the
vote of the Chair shall be the deciding vote. The act of the majority of the Board members serving
on the Board or Board Committees and present at a meeting in which there is a quorum shall be
the act of the Board or Board Committees, unless otherwise provided by the Articles of
Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present
at a meeting, the Board members present may adjourn the meeting from time to time without
further notice until a quorum shall be present. However, a Board member shall be considered
present at any meeting of the Board or Board Committee if during the meeting he or she is in
radio or telephone communication with the other Board members participating in the meeting.