MEETING OF THE BOARD OF DIRECTORS
ARTICLE XI - MEETING OF THE BOARD OF DIRECTORS
Section 1. MEETING PROCEDURES
Regular meetings of the Board of Directors shall be held quarterly. The last regular meeting of the Board of Directors in each year shall constitute its annual Board of Directors meeting.
(a) Time and Place
The time and place of all meetings shall be designated by the President. The meetings may be held within or outside the State of Tennessee.
At least three (3) weeks notice shall be given to each director of the regular meetings of the Board of Directors. Notice of a regular meeting shall specify the date, time and place of the meeting, and written notice of the subject matter of any meeting shall be mailed or faxed/sent electronically to each member at least ten (10) days prior to the regular meeting.
(c) Special Meetings
Special meetings of the Board may be held on call of the President of the Board, or upon written call of at least five Directors, delivered to the President. The President shall fix the time and place of such meetings, unless fixed by the Board. Such special meeting called shall be held not less than ten (10) days after the call.
Notice must be either delivered personally to each member of the Board of Directors or mailed (including the sending of a fax/electronic mail message) to their business address. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. Notwithstanding the foregoing requirements, a member of the Board of Directors may waive notice of the time and place of any regular or special meeting. Attendance at a regular or special meeting shall constitute a waiver of notice, except where the member of the Board of Directors attends a meeting for the express purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or is not lawfully convened. A written statement filed with the Board of Directors by any member either before or after such a meeting is held which recites knowledge of the date, time, and place of such meeting and specifically waives notice thereof shall be considered effective to dispense with the requirements for prior written notice to such members.
One-half of the then members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Except as otherwise provided by Statute, the Charter, or these Bylaws, all matters shall be decided by a majority of the members of the Board of Directors present at any meeting at which a quorum exists.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken by oral agreement without a meeting, if within seven (7) days after such oral agreement, the text of the resolution or matter agreed upon is sent to all members of the Board of Directors and all the members of the Board of Directors consent to such action in writing, setting forth the action taken, within fourteen (14) days of the mailing of such text. Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the corporation.
Minutes of all Board of Directors meetings shall be recorded by the Executive Director or his/her designee.
(g) Roberts Rules of Order, current edition
Roberts Rules of Order shall be followed with the Executive Director acting as parliamentarian.
The corporation shall pay the reasonable and necessary travel expenses of the Board members for all official Board meetings. The members of the Board must present written receipts of their travel expenses to the Vice President within thirty (30) days after the date of the meeting. If receipts are not presented within thirty (30) days the corporation is no longer obligated to pay said travel expenses.