Article V - Meeting of Directors
Section 1. Regular Meetings
Regular meetings of the Board of Directors shall be held monthly at such time and place as the Board of Directors may provide by Resolution. Such regular monthly meeting may be held without notice or other than such Resolution fixing the time and place thereof. A regular meeting of the Board of Directors may be held immediately following an annual meeting of the Members. If such meeting is held, it shall be held at the office of the Association.
Regular meetings of the Board of Directors shall be open to the Members of the Association unless the Board goes into executive session. Meetings of the Board of Directors shall not be open to nonmembers except upon express invitation of the Board. Executive sessions which are not open to Members may be held when the Board of Directors discusses any of the following:
- transaction of business and discussion of personnel matters concerning the character, professional confidence, or physical or mental health of a person;
- strategy sessions or negotiations with respect to prospective litigation, litigation, or issuance of an appealable order when an open meeting would have a detrimental effect on the litigating position of the Association;
- transaction of business and discussion regarding the report, development, or course of action regarding security personnel, plans, or devices;
- investigative proceedings regarding allegations of misconduct or violation of law;
- cases of extraordinary emergency which would pose immediate or irrevocable harm or damage to persons and/or property;
- transaction of business and discussion regarding the prospective purchase, sale or leasing of lands or the negotiations for or acquiring of easements or rights-of-way;
- transaction of and/or discussion of negotiations regarding the location, relocation, or expansion of Association facilities;
- discussion of terms of employment or termination of employees;
- discussion of such matters as would be recognized by the courts as legally privileged, or matters for which legal advice is being sought or which might involve the theories, mental impressions and/or work product of counsel; and
- any other business which the Board in its discretion deems to be of a sensitive nature or not yet ripe for public consumption.
Members of the Association may address the Board at a regular meeting regarding any suggestions for better service, grievances, or any other matter affecting the Association, provided that the Member has at least 30 days in advance of the meeting executed a written request, in a form and manner prescribed by the Association, which will include the subject matter to be addressed and provide such information as is necessary to enable the Association to investigate the matter. The President or acting president of the Board of Directors may limit the format and length of any Member or nonmember's presentation. The Board of Directors may defer any presentation by a Member to the next scheduled Board meeting due to the number of Members seeking to address the Board of Directors at the meeting, or due to the length of any address or addresses. A nonmember of
the Association may not address the Board of Directors unless specifically invited by the Board of Directors, after executing a written request as provided above.
Section 2. Special Meetings
Special meetings of the Board of Directors may be called by the President or by any 3 Directors and it shall thereupon be the duty of the Secretary to cause notice of such
meeting to be given as hereinafter provided. The President or the Directors calling the meeting shall fix the time and place for the holding of the meeting.
Section 3. Notice of Directors' Meetings
Written or electronic notice of the time, place, and purpose of any special meeting of the Board of Directors shall be delivered to each Director not less than 5 days previous thereto either personally or by mail or electronic means, by or at the direction of the Secretary, or upon default in duty by the Secretary, by the President or the Directors calling the meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States Mail addressed to the Director at his address as it appears on the records of the Association with postage thereon prepaid.
Section 4. Quorum
A majority of the Board of Directors shall constitute a quorum, provided that if less than such majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time; provided further that the Secretary shall notify any absent Director of the time and place of such adjourned meeting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The President of the Board of Directors may allow a Director to attend, in his judgment, any such meeting by electronic or telephonic means, and such attendance if allowed shall count toward the quorum requirement.