Section 1. General and Specific Powers.
The property and business of CW&SG shall be controlled and managed by the Board of Directors. The Board of Directors is vested with all the powers and charged with all the duties granted or imposed by the General Not-For-Profit Corporation Law of the State of Missouri. Included are all such powers as are reasonably required to effect the purposes of CW&SG as set forth in its Articles of Incorporation.
Without prejudice to its general powers, it is hereby expressly declared that the Board of Directors shall have the following specific powers, to wit:
(a) To conduct, manage, and control the affairs and business of CW&SG and to make such rules and regulations therefor, not inconsistent with the law, with the Articles of Incorporation, or with these By-Laws;
(b) To exercise ultimate authority over and to accept final responsibility for the basic policies and overall programs of CW&SG;
(c) To declare vacant the seat of any Director who shall have been absent from three (3) consecutive meetings of the Board;
(d) To select and remove the officers, agents, and employees of the CW&SG, prescribe such powers and duties for them as may not be inconsistent with the law, the Articles of Incorporation, or these By-Laws, and to fix their compensation and require from them security.
Section 2. Composition, Tenure and Qualifications.
The Board of Directors shall consist of the Executive Committee, the Chairs of the Standing Committees, Coordinators of Study Groups, a representative from the Board of Trustees of the Verna Wulfekammer Memorial Trust, and the Guild Historian.
The Directors constituting the first Board of Directors shall hold office until their successors are selected pursuant to these by-laws. The effective date for the provision for the election of successor Directors contained in this section shall be set as the current Board of Directors shall in its sole discretion determine, but shall be no later than one year from the date of adoption of these bylaws.
Section 3. Regular Meetings.
The Board of Directors shall have semi-annual meetings and at such other times as it may set by resolution. The meetings shall be on a date and at a time and place to be determined by the Board.
Section 4. Special Meetings.
Special meetings of the Board of Directors for any purpose may be called by or at the request of the President or by a number of Directors constituting at least twenty-five percent (25%) of the Board.
Section 5. Notice of special meetings.
Reasonable notice of any special meeting of the Board of Directors shall be given to the Directors the address shown by the records of the Corporation. If mailed, such notice shall be delivered four (4) days prior to the meeting. Such notice shall be deemed delivered when deposited in the US mails in a sealed envelope addressed to the Director at the address as it appears in the records of the Corporation. Notice in person, by phone or by other electronic means must be delivered and acknowledged by the recipient at least two (2) days prior to the time of the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum.
A quorum of the Board of Directors for the transaction of business at any meeting of the Board shall consist of a majority of the Directors in office immediately before a meeting begins. But if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting.
Section 7. Action and Action by Consent (i.e.Action without Meeting).
The act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors, unless the law, the Articles of Incorporation or these By-Laws require the vote of a greater number of Directors. Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all members of the Board of Directors and included in the minutes filed with CW&SG records reflecting the action taken.
The Board of Directors may take action without a meeting by means of telephone, followed by consents in writing setting forth the actions so taken signed by all of the members of the Board of Directors, which consents shall be filed with the minutes of the meeting. Participation in this manner shall constitute presence in person at the meeting.
Section 8. Compensation of Directors.
Directors shall not receive any compensation for their services as such, but reasonable expenses incurred may be reimbursed when expended for and in the interest of CW&SG and approved by a majority of the whole Board of Directors. Nothing contained in these By-Laws shall be construed to preclude any Director from serving CW&SG in any other capacity and receiving reasonable compensation therefor.
Section 9. Conduct of Proceedings, Order of Business and Parliamentary Authority.
Meetings of members of the Board of Directors shall be presided over by the President, by the Vice-President, by the Recording Secretary, or by the Treasurer in that order, following Robert’s Rules of Order. If none of the officers of the Board of Directors are present at a given meeting, the members of the Board of Directors present shall elect a President of that meeting.
On questions of parliamentary procedure not covered by these By-Laws, Robert’s Rules of Order shall govern.
The order of business at the meetings of the Board of Directors shall be as follows:
1. Calling of the roll and determination of a quorum;
2. Proof of due notice of the meeting by the Recording Secretary;
3. Reading and disposition of the unapproved minutes from prior meetings;
4. Reports of the Officers and committee chairpersons;
5. Disposition of old business;
6. Presentation and disposition of new business;
7. Adjournment.