Terms & Privacy Policy

Article IV – Board of Directors

Section 4.1 – Governing Body

The business and affairs of the Company shall be governed by a Board of Directors (“Board”). The Board shall consist of three (3) Directors, who shall be appointed by the Members and shall serve terms of five (5) years, unless otherwise removed or replaced according to the provisions of this Agreement. The Board is the exclusive governing body of the Company and shall have full power and authority to manage and direct the business and affairs of the Company, consistent with the Company’s nonprofit purpose.

Section 4.2 – Powers and Duties

The Board of Directors shall have full authority to:

• Appoint and remove officers of the Company, including but not limited to the President, Vice President, Treasurer, and Secretary, and to define the duties, compensation, and terms of service of such officers;
  
  

• Appoint and remove other employees or agents of the Company as necessary for the operation of the Company;
  
  

• Establish policies, approve budgets, and oversee the financial and operational activities of the Company;
  
  

• Adopt, amend, or repeal internal rules and procedures for governance, subject to applicable law and the provisions of this Agreement;
  
  

• Approve all major business decisions, including contracts, investments, and the sale or disposition of any major assets.
  
  

Section 4.3 – Term of Directors

Each Director shall serve a term of five (5) years, with terms expiring at the end of the term, unless the Director is removed earlier, resigns, or is otherwise replaced in accordance with this Agreement. Directors may be re-elected to additional terms.

Section 4.4 – Removal of Directors

1. Authority to Remove:
   The Board of Directors has the exclusive authority to remove any Director at any time by a simple majority vote of the remaining Directors. Removal can be made with or without cause.
   
   

2. Procedure:
   
   

   • A formal meeting of the Board must be called to consider the removal of a Director.
     
     

   • Notice of the meeting must be provided to all Directors at least [insert number] days in advance, including the agenda item regarding the Director’s removal.
     
     

   • At the meeting, the Board shall vote on the removal. A simple majority of the remaining Directors is required to approve the removal.
     
     

3. Documentation:
   The decision to remove a Director shall be documented in the official meeting minutes or a written resolution, including:
   
   

   • The names of Directors voting for and against the removal.
     
     

   • A statement of the reasons for removal (if removal is for cause).
     
     

   • The result of the vote.
     
     

4. Effect of Removal:
   Removal of a Director becomes effective immediately upon the majority vote, unless the Board decides to allow a transition period, in which case the transition period shall not exceed 30 days.
   
   

Section 4.5 – Vacancies

If a vacancy occurs on the Board due to the removal, resignation, death, or incapacity of a Director, the remaining Directors shall appoint a replacement by a majority vote. The replacement Director shall serve for the remainder of the term of the Director being replaced.