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•kt o — <br /> either the Board or the District be eligible to be elected to fill the vacancy created by his or her <br /> removal . <br /> Section 4 . 10. COMPENSATION. Members of the Board shall not be compensated for <br /> their services as Board Members , however, they may be reimbursed for expenses pre-approved <br /> by the Chairman and incurred in attending to their authorized duties . <br /> Section 4 . 11 . PROCEDURE. The Board may adopt its own rules or procedure which <br /> shall not be inconsistent with the Articles of Incorporation , these Bylaws or applicable law. In <br /> the absence of the Board_ adopting its own special rules of procedure as provided for herein , <br /> Robert ' s Rules of Order shall serve as the rules of procedure to be followed . <br /> Section 4 . 12. ATTENDANCE. Any member of the Board who is not present at more - <br /> than 50 % of the meetings of - the Board duly called under these Bylaws in any calendar year <br /> shall be deemed to have resigned at the end of the last regular meeting in each calendar year. <br /> Section 4 . 13 . PERFORMANCE REVIEW . At least annually , the Board shall review <br /> and evaluate its performance . The evaluation shall be summarized and presented to the Board <br /> so that it may develop and take action necessary to address the issues raised by the evaluation . <br /> 11 /30/99 Formerly Artlrle V1 - New V <br /> - ARTICLE V - <br /> OFFICERS - <br /> Section 5 . 1 . IDENTIFICATION. The Officers of the Corporation-shall be a <br /> Chairman , one or more Vice Chairmen , a President , a Treasurer, a Secretary , the Immediate <br /> Past Chairman ; ( if - qualified) , and such additional officers , including one or more Vice <br /> Presidents , Assistant -Treasurers and Assistant Secretaries, as the Board -of Directors shall <br /> designate from time to time . - No person shall hold concurrently more than one office . Upon <br /> nomination by the Governance Committee , the Board , at any time , may elect one of the Vice <br /> Chairman as Chairman- Elect, such Office to be installed as Chairman when the Office next <br /> becomes vacant . <br /> Section 5 . 2 . QUALIFICATIONS . The Chairman , each Vice Chairman , the <br /> Treasurer , and the Secretary shall be elected from among those persons who are , at the time <br /> ofthe Annual Meeting , will be Independent Directors . The Chairman shall not be eligible for <br /> reelection as Chairman after completing two full terms as Chairman . The Immediate Past <br /> Chairman shall be an Officer until his successor is qualified so long as he or she remains an <br /> Independent Director , <br /> Section 5 . 3 . ELECTION AND TENURE . The Chairman , each Vice <br /> Chairman , the President , the Treasurer , and the Secretary shall be elected for terms of one ( 1 ) <br /> year by the Board of Directors at the regular meeting immediately preceding the Annual <br /> Meeting . If the election of Officers shall not be held at such meeting , it shall be held at the <br />