Bylaws - ARTICLE II

 

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers.
The business and affairs of the Club shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualification.
The Board of Directors shall consist of not less than three (3) persons and not more than seven (7) persons, as may be determined from time to time by the Board of Directors. Directors shall be natural persons, need not be residents of the Commonwealth of Pennsylvania and shall be a person who has trapped, trained and hunted with a bird of prey. Each Director shall be elected to serve for the term of one (1) year and until the Director's successor shall be elected and shall qualify, or until the Director's earlier disqualification pursuant to death, resignation or removal.

Section 3. Resignation and Removal.
Any Director may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein; and, unless otherwise specified

therein, the acceptance of such resignation shall not be necessary to make it effective. At any time a member of the Board of Directors may be removed by a vote of seventy-five percent (75% ) of the Directors then in office.

Section 4. Vacancies.
Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A majority of the remaining Directors, though less than a quorum, or a sole remaining Director, may fill such vacancies. A Director elected to fill a vacancy shall hold office until the Director's successor is elected.

Section 5. Annual Meeting.
A meeting of the Board of Directors shall be held twice yearly and at such time and place as the Board of Directors shall determine, for the purpose of electing officers and Directors and the transaction of such other business as may be properly brought before the meeting.

Section 6. Regular Meetings.
Regular meetings of the Board of Directors may be held at such date, time and place, either within or without the Commonwealth of Pennsylvania, as shall be designated by resolution of the Board. In addition to the annual meeting of the Board, there shall be no less than two (2) regular meetings of the Board, which shall be held at the pleasure of the board of directors.

Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by either (a) the President or (b) the President or Secretary on the written request of not less two (2) of the Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Pennsylvania, as the place for holding any special meeting of the Board called by them and agreed to by the Board of Directors.

Section 8. Notice.
Written notice of any meeting of the Board of Directors, specifying the place, date and time of the meeting shall be given to each Director in the manner set forth in Section 4, Article IX of these Bylaws, at least five (5) days prior to such meeting. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by these Bylaws.

Section 9. Quorum.
Sixty six (66) percent of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if a quorum shall not be present at said meeting, a majority of the Directors present may adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Manner of Acting.
Action at Meeting of Directors. The act of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by these Bylaws.

Section 11. Participation in Meetings.
Any Director may participate in a meeting of the Board of Directors or any committee of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and converse with one another. Participation in a meeting in this manner shall constitute presence in person at such meeting.

Section 12. Compensation.
Directors, as such, shall not receive any stated salary for their services but, by resolution of the Board of Directors, a fixed sum, and expenses of attendance, if any, may be allowed for attendance at each meeting of the Board or at meetings of any committee; provided that nothing herein contained shall be construed to preclude any Director from serving the Club in any other capacity and receiving compensation therefor; provided that any such compensation or reimbursement of expenses shall not be conflict with any other section of the Bylaws.

 

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