ARTICLE 4
DIRECTORS
SECTION 1. Number
The corporation shall have not fewer than five (5)) directors nor more than eleven (11) directors and collectively they shall be known as the Board of Directors.
SECTION 2. Qualifications
Any person may serve as a Director of this corporation as long as they have an interest in post wildfire recovery, sustainable recreation, and are 18 years of age.
In addition a Director shall represent one of the following groups or interests:
(1) Outdoor recreation enthusiasts,
(2) Biological, soil, vegetation management, or fire scientist,
(3) Rural stakeholders,
(4) Law enforcement or fire suppression/prevention,
(5) Conservation organization,
(6) Outdoor recreation industry,
(7) Public-at-large.
SECTION 3. Powers
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws, the activities and affairs of this corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. Duties
It shall be the duty of the directors to:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
SECTION 5. Term of Office
Each director shall hold office for a period of two years (staggered terms) and until his or her successor is elected and qualifies.
SECTION 6. Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties as approved the Board.
SECTION 7. Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be stated in the applicable meeting notice or designated by resolution of the Board of Directors.
SECTION 8. Regular Meetings
Regular meetings of Directors shall be held at a time and place chosen by the Board.
Not being a membership organization, at the first regular meeting of directors held each January on odd years starting 2019, directors shall be elected/re-elected by the Board of Directors, always in the roles and numbers cited in Section 2, Qualifications. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the Board.
SECTION 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 10. Notice of Meetings
The following provisions shall govern the giving of notice for meetings of the Board of Directors:
Regular Meetings. No notice need be given of any regular meeting of the board of directors where the time and place of the meeting has been fixed by the Board.
Special Meetings. Special meetings of the Board may be held on not less than four (4) days’ notice by first-class mail or 48 hours’ notice delivered personally, by telephone (including voice messaging), or by electronic transmission including facsimile machine or electronic mail. Any such notice shall state the place, date and time of the meeting and the matters to be considered at the meeting.
Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.
SECTION 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. The Chair may appoint a facilitator to run the meetings.
Meetings shall be governed by Roberts Rules of Order, and may be assisted and enhanced by professional facilitation and consensus building, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 15. Nonliability of Directors
No individual director nor the directors collectively shall be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 17. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.