ARTICLE III – Directors
Section 1. Number, Term, and Qualifications
The Board of Directors shall consist of up to 14 directors as follows:
- President, Vice President, Secretary, and Treasurer.
- Immediate Past President.
- One director from each of the five supervisorial districts in Santa Barbara County, in which there is at least one regular member of the Chapter. A member whose boundaries extend into more than one supervisorial district shall be deemed to be located in that supervisorial district where its principal office is located.
- Up to four at-large directors. It is the intent of the membership that directors be elected so as to reflect a balance of special districts by geography, type, and size.
Each director shall either be a member of the governing body or an employee of a regular member. An independent contractor who provides substantial services to a regular member is considered an employee.
No more than two individuals from any district may be on the Board of Directors.
Directors shall serve for a term of one year or until a successor is elected.
Section 2. Election
Directors shall be elected at a regular membership meeting in January, unless otherwise specified by the Board of Directors.
The President shall appoint a nominating committee to submit the name of at least one person for each open position on the Board of Directors. In addition, each regular member through its representative shall have the right to nominate from the floor one person for each open position on the Board of Directors. The candidates for each position receiving the largest number of votes cast by the membership shall be elected as directors. Voting shall be by written secret ballot at the election meeting for each position where there is more than one nominee. Voting may be by show of hands or voice for any position with only one candidate. However, if there is not a quorum at the election meeting, voting shall be by written mail ballot which shall be returned to the Secretary not later than 30 days following the date of the election meeting.
Section 3. Disqualification and Vacancies
All duly elected directors shall serve in such capacity for the term of office as provided for herein unless disqualified for further service by any of the following:
Where the director is a member of the governing body of a regular member, and the director’s term of office expires or the individual is no longer a member of the governing body.
Where the director is an employee of a regular member, and terminates employment or service with such member, unless employment or service with another regular member commences within 30 days.
Where the director resigns.
Where the director fails to attend three consecutive meetings of the Board of Directors without leave of absence, the position may be declared vacant by a vote of majority of all the remaining directors. The remaining directors shall appoint a successor to any disqualified director for the unexpired term of office by a majority vote.
Section 4. Powers
Subject to the direction and control of the membership, all Chapter powers shall be exercised by or under the authority of, and the business and affairs of the Chapter shall be controlled by, the Board of Directors which shall have the following powers:
To appoint and remove all officers, agents, and employees of the Chapter and to prescribe such powers and duties for any officers, agents, and employees consistent with law or the Bylaws.
To conduct, manage, and control the affairs and business of the Chapter, and to make such rules and regulations consistent with law or the Bylaws.
To designate any place within Santa Barbara County for membership meetings, director meetings, and to change the principal office for the transaction of business.
ARTICLE IV – Director Meetings
Section 1. Place of Meetings
Regular or special meetings of the Board of Directors may be held at any place within Santa Barbara County designated by the Board.
Section 2. Organization Meeting
Within 30 days of the election meeting, the Board of Directors shall hold a regular meeting for the purposes of organization of the new board and transaction of other business.
Section 3. Regular Meetings
Regular meetings of the Board of Directors may be fixed from time to time by the Board of Directors. As so fixed, such meetings shall be held without call.
Section 4. Special Meetings
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any three directors. Such meetings may be held either in the principal office or any place designated from time to time by the Board of Directors Notice of the time and place of special meetings shall be provided personally, electronically, or by mail at least seven days prior to the meeting. In the event of an emergency, wherein the giving of notice as provided above is not practicable, each director may be given notice either personally, by electronic means, or by telephone, at least 48 hours before the special meeting.
The President or any other person who has given notice of a special meeting shall file an affidavit with the Secretary containing the date, time, and manner in which the notice was given to each director.
Section 5. Quorum
A majority of the elected/appointed number of directors shall constitute a quorum.
A majority vote among the directors present at a duly noticed meeting where a quorum is present shall constitute action of the Board of Directors.