Bylaws
ARTICLE 5—Board of Directors
5.1. Authority and Responsibility.
The Board is the governing body of the Association and has authority and
is responsible for the supervision, control, and direction of the Association.
The Board may delegate portions of its management of the Association to any
person or group, including a committee, provided the Board shall retain the
responsibility for the actions of such persons or group and further provided
that the Board shall in all cases be responsible for the ultimate direction
of the Association.
5.2. Composition.
The Board shall consist of a range of from 7 to 19 directors, as determined
by the Board. The Board shall appoint each non-officer director.
5.3. Term.
Board members shall serve a term of one year, commencing July 1 and ending
June 30. The term of a director (other than the director representing retired
members) shall end if the director terminates employment with the District,
retires from the District, or moves into another position within the District
which would not be represented by that directorship. That directorship shall
be deemed vacant.
5.4. Vacancies.
The Board may select a director to fill the vacant position for the remainder
of the year.
5.5. Meetings.
5.5.1 Call of Meeting.
Meetings of the Board may be called by the President or any three directors.
5.5.2 Place of Meeting.
Meetings of the Board shall be held as designated by the Board.
5.5.3 Quorum.
A majority of the members of the Board shall constitute a quorum represented
in person.
5.5.4 Board Actions.
Every action or decision made by the Board at which a quorum is present
is an act of the Board.
5.5.5 Conduct of Meeting.
The President or designee shall preside at meetings of the Board. Members
of the Board may participate in a meeting through the use of conference telephone
or similar communications equipment. Such participation shall constitute personal
presence at the meeting.
5.5.6 Attendance at Meetings.
It is the duty of each director to attend Board meetings. Whenever a Board
member fails to attend three meetings without prior notification to the President
and without valid reason, it should be deemed that the member has resigned
as a director.
5.6. Action Without Meeting.
Board action may be taken without a meeting, if all members of the Board,
individually or collectively, consent in writing to such action. Such written
consent shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as the unanimous
vote of the Board.
5.7. Non-liability of Members.
Members of the Board shall not be personally liable for the debts, liabilities,
or other obligations of the Association.