Lylewood Board of Directors By-Laws
BY-LAWS OF LYLEWOOD CHRISTIAN CAMP, INC.
ARTICLE I BOARD OF DIRECTORS
1. Qualification and Election. Directors need not be shareholders or residents of this State. Directors shall be members of the churches of Christ in good standing. From time to time, Directors shall be on staff during open camping sessions. Nominations for new officers may be made at any regular meeting. The Board shall discuss the candidate at two meetings. They shall be elected by a plurality of the votes of the then existing Board of Directors cast at a meeting at which a quorum is present. Each Director shall hold office until his resignation, removal or death.
2. Number. The number of Directors shall be fixed from time to time by the Board of Directors.
3. Meetings. The Board of Directors may hold such regular and special meetings as it from time to time decides. These meetings may be either in person or by conference call. Special meetings may be called at any time by the President or any two (2) Directors. All meetings of the Board shall be open, however, a special closed meeting may be called as set forth in section (4) below to discuss a specific topic.
4. Notice of Directors’ Meeting. All regular Board meetings may be held without notice. Special meetings shall be preceded by at least two (2) days notice by e-mail, setting forth the date, time and place of the meeting. Special meetings may, however, be held without two days’ notice of the date, time and place of the meeting, if the action taken at that meeting is adopted by unanimous consent of the Board of Directors, and if said Board of Directors unanimously waive notice of the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one month in any one adjournment.
5. Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. 6. Board Committees. The Board of Directors, by a resolution adopted by a majority of its members, may create one or more committees, consisting of one or more Directors, or other such members as the Directors may desire, and may delegate to such committee or committees any and all such authority as is permitted by law.
ARTICLE II OFFICERS
1. Number. The Corporation shall have a President, Vice-President, Treasurer and Secretary
2. Election and Term. The officers shall be selected by the Board. Each officer shall serve for a term of two years and no person shall serve more than two (2) consecutive terms in the same office. An officer may be removed from office by a majority vote of the currently seated Board.
3. Duties. All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.
ARTICLE III RESIGNATIONS VACANCIES AND REMOVALS
1. Resignations. Any officer or Director may resign at any time by giving written notice to the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery. Any Director who misses more than two (2) meetings during a twelve (12) month period of time may be removed from the Board at the discretion of the seated Board.
2. Vacancies. Newly created directorships resulting from an increase in the number of Directors, and vacancies occurring in any office or directorship for any reason, may be filled by the vote of a majority of the Directors then in office.
3. Removals. Any Director may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby. Prior to said removal, the Director being removed shall be given five (5) days’ notice of said meeting. Said notice shall be in writing and shall specify the reason for the above-referenced removal. At the Board meeting wherein the said removal will be discussed, the Director being removed shall have the right to speak and set forth reasons why he should not be removed. Any vote to remove a Director shall be a unanimous vote other than that vote of the Director being removed.
4. Conflict of Interest. When a situation arises where a conflict of interest exists in regard to a particular Director or member of their family, the present Board shall have the authority to, by secret vote, ask the board member in question to leave the room for the discussion. This shall be accomplished by a majority of those casting votes. The Director in question shall not vote in this regard.
ARTICLE IV ACTION BY CONSENT
Whenever the Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon. The affirmative vote of the number of Directors that would be necessary to take such action at a meeting shall be the act of the Directors.
ARTICLE V AMENDMENT OF BY-LAWS
These By-Laws may be amended, added to, or repealed either by the Board of Directors or as provided by statute.
ARTICLE VI SUPREMACY OF THE DEED
Should there be any conflict between the by-laws and the deed, the deed shall exist as the controlling entity.