Powers and Duties of the Board of Directors
The Board of Directors shall have the authority to carry on the business of this organization between Annual Business Meetings. The Board of Directors shall read, correct, and approve the Minutes of the Annual Business Meeting.
The Board of Directors shall meet at least twice a year, carrying on the business of the organization. Five Directors shall constitute a quorum. Action by the Board shall require not less than five affirmative votes for the expenditure of funds, approval or denial of contracts and agreements, or establishment of policy. Other actions shall require a majority vote of those Directors present at the meeting where a quorum has been constituted.
The Board of Directors shall have the power to appoint any employee of the organization as may be deemed necessary to carry out the objectives of the organization. Subject to applicable employment agreements, such employees shall serve at the pleasure of the Board of Directors.
The Board of Directors shall fix compensation for any such employee appointed by the Board of Directors. The Board of Directors may, at the expense of the organization, insure any Officer, Director, member, or employee having access to its funds with proper liability coverage.
The Board of Directors may enter a contract for services of an individual or firm to serve as the Executive Director of this organization or provide services pertinent to the operation of this organization.
The Board of Directors may call any number of special meetings that may be deemed necessary to carry out the objectives of the organization.
The Board of Directors shall have the authority to temporarily suspend these Bylaws in times of declared emergency or crisis to carry out the business of the organization.
Section 6. President
The President shall preside at all meetings of the organization and its Board of Directors, appoint all committeessubject to the approval of the Board of Directors, call special meetings of the Board of Directors when deemed necessary, and perform such duties as may be required of their office by the Annual Business Meeting and the Board of Directors.
Section 7. Vice President
The Vice President shall assist the President in their duties and serve in the absence of the President. In addition, the Vice President shall perform any special duties assigned by the Board of Directors or the President.
Section 8. Secretary/Treasurer
In addition to special duties assigned by the Board of Directors or the President, the duties of the Secretary/Treasurer shall be:
A. To coordinate the taking and review, with the Executive Director, of minutes during meetings of the membership and of the Board of Directors.
B. To generally perform the corporate duties associated with the activities of the organization as directed or authorized by the Board of Directors.
C. To review and approve expense claims submitted to CALBO for reimbursement.
D. To make a financial report, in open meetings, at the Annual Business Meeting, and at each meeting of the Board of Directors.
E. To monitor the financial affairs of the organization and the activities of the Executive Director, accountant, and auditor as related to CALBO business.