19D - CMD ANNUAL REPORT - Laserfiche WebLink

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SECTION 10. VACANCIES Vacancies on the Board of Directors shall be filled by the remaining members of the Board of Directors who shall pass a motion to appoint a new Director. A Director so appointed will fill the unexpired term of the Director being replaced. A vacancy or vacancies in the Board of Directors shall be deemed to exist upon the occurrence of any of the following: (a) Death, resignation, or removal of any Director as a Regular Member. (b) The declaration or resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or who has been found by a final order or judgment of any court to have breached a duty under California law. (c) The vote of a simple majority of the members or a two-thirds (2/3) majority of the Board to remove a Director. (d) An increase of the authorized number of Directors. SECTION 11. ORGANIZATION MEETING Immediately prior to convening the first regular meeting of the Board of Directors in the month of May, following the regularly scheduled Annual Meeting of the Members in the month of April, the Board of Directors shall convene a regular meeting for the express purpose of organization, installation of newly elected Directors, election of officers, and the transaction of such other organizational business to come before the Board. Written notice is hereby dispensed with. SECTION 12. REGULAR MEETINGS Regular meetings of the Board of Directors shall be held at least quarterly at such time as shall be prescribed from time to time by resolution of the Board. Revised: 9/16/2010 Staffs recommends going dark in August and December due to lack of attendance. Approved unanimously by the board, added to bylaws. SECTION 13. SPECIAL MEETINGS Special meetings of the Board of Directors for any purpose or purposes may be called by the President, or if absent or unable to act, by the Vice President, or if the Vice President is absent or unable to act, the Secretary, or if the Secretary is absent or unable to act, the Treasurer, or by any two Directors submitting to the responsible officer a written request for a special meeting, said request stating the issue to be addressed at the special meeting. The responsible officer shall fix a date, time, and place for the special meeting no more than seven (7) business days after receipt of the request. Such meetings shall be held at the place, within or without the state of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of Downtown Incorporated. 13 1901-25