ARTICLE III: Board of Directors
Section 1. Number. The management of the Club shall be vested in a Board of Directors of not less than five (5) nor more than twenty (20) members, each of whom shall be a Regular Member of the Club. The number of directors can be modified by the Regular Members. The Board shall consist of at least the President, Secretary and Treasurer. The President, at his or her discretion, may waive this requirement for the Secretary or the Treasurer, thus enabling a person to serve in one of these officers without being on the Board.
Section 2. Duties of Directors. Directors shall participate in the working operations of the Club’s meetings, programs and related activities. A director in good standing must attend at least 50% of the scheduled Board meetings in person or via electronic conference or in lieu of attendance contribute significant time outside of the Board meetings. To the extent practical, each director shall each year assume leadership responsibility for one or more of the Club’s programs or activities, or actively participate in one or more committees, programs or activities.
Section 3. Term and Compensation. Directors shall be elected yearly by the simple majority of the Regular Members, and shall hold office for a term of one (1) year and until their successors have been elected and qualified, or until removal as provided herein. Directors shall not be paid for their services to the Club, unless it is a reimbursement of a pre-approved expenses incurred during the service of the Club.
Section 4. Removal of Directors. In addition to any other method provided by Massachusetts law, a director may be removed for cause by a two-thirds vote of all other directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal.
Section 5. Meetings. Meetings of the Board of Directors may be held at any time, and at any place within or without the Commonwealth of Massachusetts. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director. Notice of every meeting shall be given to all members of the Board of Directors by first class mail or by e-mail or both, provided, however, that such notice need not be given if waived in writing by all directors.
Section 6. Quorum for Meetings of the Board. A quorum at any meeting of the Board shall consist of not less than 33⅓% of the incumbent directors.