ECCASA Board of Directors
Section 1. Number and Qualifications
The affairs of the corporation shall be managed by a Board of Directors consisting of a minimum of five and a maximum of fifteen individuals selected because of their expertise or resources available to the East-Central CASA Program. Directors should be selected by consulting and following guidelines contained in the board member grid developed by the East-Central CASA Program Board of Directors, if feasible.
Section 2. Term of Office
Directors shall elect new directors for a term of three years for those directors whose terms have expired. Each year at the annual meeting, directors shall be elected to a term of three years, and other directors shall be elected to fill any unexpired terms as needed. Directors may be elected for no more than two consecutive terms. However, after an absence of 12 months, a director may be re-elected.
Section 3. Resignation and Removal
Any director may resign at any time, giving written notice to the Board. Such resignation shall take effect on the date of receipt of notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective. Any director may be removed from the Board with or without cause by a majority vote of the remaining directors taken by secret ballot.
Section 4. Compensation
No director shall receive compensation for any service rendered to the corporation. However, any director may be reimbursed for actual expenses incurred in the performance of his or her duties, subject to Board approval.
Section 5. Regular Meetings
Regular meetings of the Board of Directors shall be held monthly with or without notice, at such place and hour as may be fixed from time to time by resolution of the Board.
Section 6. Special Meetings
Special Meetings of the Board of Directors shall be held upon written or verbal notice given by the President, or upon the demand of three members of the Board of Directors, three days preceding the day of such meeting.
Section 7. Vacancies
Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining directors. The director appointed to fill the unexpired term of his or her predecessor shall serve for the remainder of the term of office of the director replaced.
Section 8. Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, no meeting will be held. Every act or decision done or made by a majority of the directors present at a duly held meeting, at which a quorum is present, shall be regarded as the act of the Board.
Section 9. Executive Committee
The directors may, by resolution each year, appoint two or more members of the Board of Directors as an Executive Committee to manage the business of the Corporation between meetings of the Board. The President shall also serve on the Executive Committee.
Section 10. General Powers
Subject to limitations imposed by law or the Articles of Incorporation, all corporate powers shall be exercised by or under authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. The Board shall have the power to declare the office of a member of the Board of Directors vacant in the event such director shall be absent from three consecutive regular meetings of the Board of Directors. The Board may employ any staff necessary to accomplish the purpose of this corporation. The Board is authorized to delegate its powers to committees, officers or employees to the extent not inconsistent with the law. The Board may designate speakers for the corporation. The Board of Directors shall determine who shall be authorized to sign checks.
Section 11. Annual Meeting
The annual meeting of the Board of Directors shall be held during the first regularly scheduled meeting of the Board of Directors each year, or at such other date and place duly set by the Board of Directors. The annual meeting shall be conducted for the purpose of election of Directors, the election of Board officers and the transaction of other Corporation Business.
