Historical Commission Agenda and Packet 2013 11 20

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meeting at which a quorum is present. If there are multiple nominees for the position available, the nominee receiving the most votes shall be elected to the position. The director so appointed shall serve the remainder of the vacant term. Section 5. A director shall be limited to serving two (2) consecutive terms on the Board; however, after being off the Board for a year, a former director shall again be eligible for election to the Board. Section 6. A Director may be removed from the Board for cause by majority vote of directors present at any regularly scheduled or specially called meeting at which a quorum is present. Cause for removal shall include, but not be limited to, failure to attend two (2) consecutive Board meetings, failure to attend at least fifty percent (50%) of Board meetings within a twelve (12) month period, or failure to actively participate in Board sponsored activities including fund raising. Article IV Meetings Section 1. The Foundation shall hold an annual Board of Director’s meeting and other meetings at such times and places as the Board may from time to time determine. Meetings may be held in person, by telephonic conference, or by electronic means, so long as: a) all directors are duly noticed and invited to participate in such meetings; and b) a quorum of directors are present or participate in such meeting; and c) all directors are included in all Board communications and votes on the topics of the meetings; and d) records of such meetings, conversations and votes are kept and maintained by the Board. Section 2. Special meetings of the Board may be called by the Chair and shall be called by the Chair upon the written request of three (3) or more directors. No less than three (3) business days’ notice of special meetings shall be given to all directors. Notices of special meetings shall state with particularity the anticipated topics to be discussed and voted upon at the special meeting. Section 3. A majority of the directors on the Board at a meeting duly called and assembled shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board except as may be otherwise specifically provided by statute or by these Bylaws. Section 4. Directors shall not receive any compensation or remuneration for serving as directors of the foundation, and shall not realize any gain or profit from the operation of this Foundation. Directors may be reimbursed for reasonable and actual expenses incurred by them on behalf of the Foundation.