Skip to main content

Chapter Five: Meetings of the Board

§2-05.01 - Annual Meeting
The annual meeting of the Board shall be held on or about May 1st of each year or on such other date as may be determined by the Chair for the purpose of electing Trustees, electing Officers, receiving reports and transacting such other business as may be brought before the meeting.

§2-05.02 - Regular Meetings
There shall be at least four (4) regular meetings of the Board in each year, including the annual meeting. The Board may meet on its own adjournment or when required by these By-laws, and at such time as it may be summoned by the Chair, Vice Chair, or, in the absence of either, by the President, on the written request of at least three (3) Trustees.

Any one or more members of the Board or any Committee thereof may participate in a meeting of the Board or any Committee on which they serve by means of a conference telephone, video conference, Skype, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

§2-05.03 - Special Meetings
Special meetings of the Board may be called at any time by the Chair on his/her own initiative and upon notice given in accordance with §2-05.04 of these By-laws. Notice of a special meeting of the Board shall state the purpose or purposes of the special meeting, and the business transacted at any such meeting shall be limited to the purpose or purposes stated in such notice, provided that if the Entire Board is present, any matters which may properly come before a meeting of the Board may be considered at such meeting.

§2-05.04 - Notice and Waiver of Notice
Every meeting of the Board shall be held upon notice to each Trustee given by the Secretary of the place, date and time thereof by personal delivery, first class mail, fax or electronic mail not less than ten (10) days before the meeting to the address, fax number or email address provided by each Trustee to the Secretary. Notice shall be deemed to be given at the time when the same shall be personally delivered, deposited in the United States mail or sent by fax or email. Whenever any notice of a meeting is required to be given to a Trustee, a waiver of such notice submitted in writing or electronically by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of any person at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him/her.

§2-05.05 – Quorum
A simple majority of the Entire Board shall constitute a quorum for the transaction of business at all meetings of the Board. If less than a quorum shall be present, the meeting may be adjourned from time to time by a majority vote of the Trustees present, without any notice other than by announcement at the meeting, until a quorum shall be present. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held as originally called. The act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by law, by the Charter or by these By-laws.

§2-05.06 – Action by Unanimous Written Consent
Whenever the Entire Board or a Committee is required or permitted to take action by vote, such action may be taken without a meeting by obtaining unanimous written or electronic consent of the Trustees or the members of the Committee entitled to vote with respect to the subject matter of the action. If written, the consent must be executed by the Trustee or Committee member by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Trustee or Committee member. All written or electronic consents of Trustees or members of a Committee shall be sent to the Secretary or designated member of the Committee. The resolution and the written or email consents thereto by the Trustees or members of the Committee shall be filed with the minutes of the proceedings of the Board or the Committee.