Article VI. Board of Directors
Section 1. Board of Directors
The Board of Directors shall manage the affairs of the Corporation. The Board of Directors shall consist of no less than three (3) members and not more than seven (7) members who shall be elected by the membership of the corporation. The term of office of each Director shall be three (3) years and until qualification of their successor, except for the terms of the initial Directors which are set out in the charter of incorporation. Directors need not be citizens of the United States or residents of the Commonwealth of the Northern Mariana Islands, but must be a member of the Corporation.
Section 2. Meeting of the Board
A regular meeting of the Board of Directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors shall provide by resolution the time and place for holding additional regular meetings. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation by the Board of Directors. Notice for each additional regular meeting shall be given at least five (5) calendar days in advance to the members of the Board. Participation may include teleconferencing.
Meetings of the Board
Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members.
Special Meetings. Special meetings may be called by the Chair or at the request of a majority of the Board of Directors.
Section 3. Waiver of Notice.
Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the laws of this Commonwealth, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 4. Quorum
Fifty percent (50%) plus one (1) of the Board of Directors shall constitute a quorum for the transaction of business.
Section 5. Board Decisions
Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
With the exceptions herein noted, any action required to be taken at a meeting of the Board of Directors may be undertaken and consummated by the Directors without a meeting if seventy-five percent (75%) of the Directors of the corporation consent in writing, setting forth specifically the action so taken and agreeing that the same shall become effective without a formal meeting of the board; provided, that such procedure shall not be employed and shall not be effective to amend, enlarge or repeal these bylaws.
Section 6. Board Vacancies
The Board of Directors shall fill any vacancy of one year or less occurring in the Board of Directors. A vacancy with a remaining term of more than one year shall be filled by the members of the corporation by vote. A Director appointed to fill a vacancy shall serve for the unexpired term of the predecessor in office.
Section 7. Compensation
Directors shall not receive any stated salaries for their services. Only by resolution of the Board of Directors may a fixed sum and allowance for expenses, if any, be allowed for attendance at any regular or special meeting of the Board. Nothing herein shall be construed to preclude any Director from resigning as a Director for the purpose of serving the corporation in any other capacity and receiving compensation.
Section 8. Termination Of A Director.
The position of a Director shall terminate upon the occurrence of any of the following events:
A. Upon his or her notice of such termination delivered to the Chair or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
B. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) calendar days after a written notification of delinquency is given personally or mailed to such Director by the Secretary of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, email, or by facsimile machine, provided however, in the case of email, or facsimile notification, the member to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty four (24) hours of the first email or facsimile transmission. A Director may avoid such termination by paying the amount of delinquent dues within a thirty (30) calendar day period following the member's receipt of the written notification of delinquency.
C. After providing the Director with reasonable notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the Director has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period minus any incurred costs by said person.
D. If the Director has failed to attend three (3) consecutive or at least 70 percent (70%) of duly held meetings.
All rights of a Director in the corporation shall cease on termination of membership for the reasons stated in subsections B., C., and D.
The Board of Directors shall manage the affairs of the Corporation. The Board of Directors shall consist of no less than three (3) members and not more than seven (7) members who shall be elected by the membership of the corporation. The term of office of each Director shall be three (3) years and until qualification of their successor, except for the terms of the initial Directors which are set out in the charter of incorporation. Directors need not be citizens of the United States or residents of the Commonwealth of the Northern Mariana Islands, but must be a member of the Corporation.
Section 2. Meeting of the Board
A regular meeting of the Board of Directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The Board of Directors shall provide by resolution the time and place for holding additional regular meetings. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation by the Board of Directors. Notice for each additional regular meeting shall be given at least five (5) calendar days in advance to the members of the Board. Participation may include teleconferencing.
Meetings of the Board
Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members.
Special Meetings. Special meetings may be called by the Chair or at the request of a majority of the Board of Directors.
Section 3. Waiver of Notice.
Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the laws of this Commonwealth, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 4. Quorum
Fifty percent (50%) plus one (1) of the Board of Directors shall constitute a quorum for the transaction of business.
Section 5. Board Decisions
Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
With the exceptions herein noted, any action required to be taken at a meeting of the Board of Directors may be undertaken and consummated by the Directors without a meeting if seventy-five percent (75%) of the Directors of the corporation consent in writing, setting forth specifically the action so taken and agreeing that the same shall become effective without a formal meeting of the board; provided, that such procedure shall not be employed and shall not be effective to amend, enlarge or repeal these bylaws.
Section 6. Board Vacancies
The Board of Directors shall fill any vacancy of one year or less occurring in the Board of Directors. A vacancy with a remaining term of more than one year shall be filled by the members of the corporation by vote. A Director appointed to fill a vacancy shall serve for the unexpired term of the predecessor in office.
Section 7. Compensation
Directors shall not receive any stated salaries for their services. Only by resolution of the Board of Directors may a fixed sum and allowance for expenses, if any, be allowed for attendance at any regular or special meeting of the Board. Nothing herein shall be construed to preclude any Director from resigning as a Director for the purpose of serving the corporation in any other capacity and receiving compensation.
Section 8. Termination Of A Director.
The position of a Director shall terminate upon the occurrence of any of the following events:
A. Upon his or her notice of such termination delivered to the Chair or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
B. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) calendar days after a written notification of delinquency is given personally or mailed to such Director by the Secretary of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, email, or by facsimile machine, provided however, in the case of email, or facsimile notification, the member to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty four (24) hours of the first email or facsimile transmission. A Director may avoid such termination by paying the amount of delinquent dues within a thirty (30) calendar day period following the member's receipt of the written notification of delinquency.
C. After providing the Director with reasonable notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the Director has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period minus any incurred costs by said person.
D. If the Director has failed to attend three (3) consecutive or at least 70 percent (70%) of duly held meetings.
All rights of a Director in the corporation shall cease on termination of membership for the reasons stated in subsections B., C., and D.
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Copyright © 2009 - 2013 Mariana Islands Water Operator Assocaition
Last modified: 3/6/2013
Copyright © 2009 - 2013 Mariana Islands Water Operator Assocaition
Last modified: 3/6/2013