SECTION 2.3 Notice. The Secretary shall cause written notice of each meeting of the Members, stating the time and place thereof, to be mailed, postage prepaid, not less than 30 nor more than 60 days before the meeting, not counting the day of the meeting, to each Member at the address appearing in the latest available records of this corporation. The notice of the annual meeting shall also contain the following: (a) a list of all nominees for the Board nominated by the Board, which shall include the biographical statements of such nominees; (b) the names of candidates for the Board nominated by petition as of the time the notice is mailed, which shall include the biographical statements of such nominees; (c) all Bylaw amendments that have been proposed for the consideration of the Voting Members as of the time the notice is mailed; (d) all resolutions that have been proposed for the consideration of the Voting Members as of the time the notice is mailed; and (e) a description of procedures for future meetings for nominating candidates for the Board and for proposing resolutions and/or Bylaw changes.
SECTION 2.4 Petitioner Nominations. Voting Members may nominate Directors by communicating such nominations to the Chair not less than 90 days before the first day of the corporation’s fiscal year. Such nominations must be accompanied by: (a) a petition signed by at least 25 Voting Members for each individual nominated; (b) a statement by the nominee that the nominee is willing to serve as a Director; and (c) a biographical statement of the nominee, which shall not be more than 300 words.
ARTICLE 3. DIRECTORS
SECTION 3.1 Number and Method of Election; Qualification. The Board of this corporation shall consist of no fewer than 21 and no more than 75 persons (“Director(s)”). Subject to such limitation, the number of Directors shall be such as may be designated from time to time by the Board. Except as otherwise provided in Section 3.3, Directors shall be elected by the Voting Members at annual meetings. All Directors must be Voting Members.
SECTION 3.2 Terms.
(a) Except as otherwise provided in this Section 3.2, each Director shall be elected to serve for a term of three years. Directors shall hold office for the terms for which they were elected and, unless the Board has determined that a successor will not be elected, until a successor has been elected and until such successor has qualified, or until the Director’s death, resignation, or removal.
(b) Any Director who has served on the Board for nine consecutive years, is ineligible for re-nomination or reelection for one year from the time the Director’s term expires or the Director resigns or is removed from the Board.
(c) Notwithstanding anything in this Section 3.2 to the contrary, a Director’s final term shall be extended by up to four years to allow the Director to serve as Chair-Elect, Chair, and Immediate Past Chair.
(d) The Board may divide itself into two or more classes with staggered terms. The terms of office of the classes need not be uniform. Prior to the election or reelection of a Director to serve a term, and subject to Section 3.2(b), the Board may change the duration of that Director’s term to the extent necessary to facilitate the formation and maintenance of these classes of Directors.
(e) For purposes of calculating a Director’s years of service, counting begins with the annual meeting nearest in time to the Director’s election to Board.
SECTION 3.3 Removal; Resignation; Vacancies. The Board may remove any Director or Honorary Director who fails to attend meetings consistently or whose behavior is inconsistent with the values of this corporation. Any Director or Honorary Director may resign at any time by giving written notice to the Chair or the Secretary. The resignation shall be effective without acceptance when the notice is received by the Chair or the Secretary, unless a later effective date is specified in the notice. Any Director vacancy may be filled by a person elected by a majority of the remaining Board. Each person elected to fill a Director vacancy shall hold office until confirmed by the Voting Members at the next annual meeting or at any special meeting duly called for that purpose.
SECTION 3.4 Honorary Directors. The Board may, from time to time, elect one or more Honorary Directors of this corporation. Honorary Directors must be Voting Members. Honorary Directors may not vote on matters coming before the Board and shall not be counted to determine the size of the Board or to establish a quorum. Any such election shall be for such term and based on such criteria as determined by the Board.
SECTION 3.5 Compensation. Directors and Honorary Directors shall not receive any compensation for their service in such capacity.