310-22 By-Laws 2022 Final.pdf

3 Section 9. Meeting by Telephone & other Technology The Board or any committee (as set forth in Article V herein) may participate in a meeting of the Board or such committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other. Section 10. Quorum A simple majority of the Trustees present at a meeting shall constitute a quorum of the Board for the transaction of business. The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board (except, in the event the Board is voting on any amendment to these by-laws or the Certificate of Incorporation, then the act of a simple majority of the entire Board shall be required). From time to time, the Chairman may call for a vote on an issue by Email. Each Member shall be sent the appropriate information needed to appropriately review the issue. Sufficient time must be allotted for each member to review the documents and/or information before closing the vote. Section 11. No Compensation All Board members shall serve on a volunteer basis and none will receive any form of compensation for service on the Board. By the act of a simple majority of a quorum, however, reasonable and necessary expenses may be authorized for any Trustee to carry out the business of the Corporation. Such expenses will be reimbursed upon presentation of appropriate receipts of expenditures. Section 12. Disclosure of Conflicts Each Trustee shall disclose any and all business interests in which he or she may be involved, or have the ability to affect, in the District. A Trustee shall recuse him/herself from considering and voting on any contract or direct expenditure to the Trustee, his/her business, or any family member’s business. No contract or other transaction between the Corporation and one or more of its Trustees, or between the Corporation and any other corporation, firm, association, or other entity in which one or more of its Trustees are directors or officers, or have a substantial personal, professional, political, or financial interest, shall be approved by a vote of the Board, unless the material facts as to such Trustee’s interest in such contract or transaction and as to any such common directorship, officership, or personal, professional, political, or financial interest are

ss the material facts as to such Trustee’s interest in such contract or transaction and as to any such common directorship, officership, or personal, professional, political, or financial interest are disclosed in good faith to the Trustees entitled to vote thereon, and such contract or transaction is authorized by a majority vote at a meeting at which a quorum is present. If a Trustee is unsure of a possible conflict, the Trustee shall identify the possible conflict and allow the Township Attorney to determine whether a conflict exists. ARTICLE IV Officers Section 1. Titles/Qualifications The Officers of the Corporation shall include a President (Chair), a Vice President (Vice Chair), a Treasurer, and a Secretary. This group of Officers shall be known as the “Executive Committee.” Section 2. Election The Officers shall be elected from among the Trustees by the Trustees at the Annual Meeting of the Board, and shall serve for a term of one year and until their successors are elected. Section 3. Duties The duties and authority of the Officers shall be determined from time to time by the Board. Subject to any such determination, the Officers shall have the following duties and authority: a. The Chair shall be the chief executive officer of the Corporation, shall have general charge and supervision over and responsibility for the affairs of the Corporation, and shall preside at all Board meetings. Unless otherwise directed by the Board, all other Officers shall be subject to the authority and supervision of the Chair. The Chair may enter into and execute, in the name of the Corporation, contracts or other instruments not in the ordinary course of business that have been authorized, either specifically or generally, by the Board. The Chair shall have the general powers and duties of management usually vested in the office of president of a corporation. The Chair may delegate from time to time to any other Officer any or all of such duties and authority. The Chair (or any other Officer), however, shall not exercise any power or authority including, but not limited to, policymaking and other decisions exclusively reserved for action by the Board. b. The Vice Chair shall have such duties and possess such authority as may be delegated to the Vice Chair by the Chair. In the Chair’s absence or inability or refusal to act, the Vice Chair shall perform the duties of

shall have such duties and possess such authority as may be delegated to the Vice Chair by the Chair. In the Chair’s absence or inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have the powers of, and be subject to all the restrictions upon, the Chair. c. The Treasurer shall have custody of the funds and securities of the Corporation, and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office or as may be assigned by the Chair or the Board.