and five (5) elected Directors, or as many as deemed necessary from the elected Board of Directors. The appointed Directors shall hold office for a period of two (2) years. In the event that ORCHA has retained an Executive Director as set forth hereinafter in these By-laws, the said Executive Director shall not be a member of the Board of Directors. All members of the Board of Directors must be members of ORCHA. Section 4 Reporting Requirements – The Board of Directors shall have general charge of the affairs, finances and property of the Association, to which they shall make an annual report to the membership at the annual meeting. Section 5 Authority – In addition to the powers and authorities these By-laws expressly confer upon them, the Board of Directors may exercise all such powers of the Association and to all such lawful acts that are not prohibited by statute or by these By-laws. Section 6 Vacancies – The of Directors shall be empowered to fill vacancies occurring in the Board. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve the unexpired term of his/her predecessor. Section 7 Quorum – A quorum of the Directors in office shall be necessary to transact business of the Association. A quorum for the purposes of these By-laws is defined as five (5) members of the Board of Directors. Once it is established that a quorum exists, a majority of such quorum shall then decide upon any questions that may come before the meeting and shall be binding as though the full Board of Directors were sitting. Section 8- Absenteeism Any Director who misses more than two (2) unexcused meetings per year may be removed for cause. Section 9 "Good – A Director of the Association shall stand in a fiduciary relation to the Association and shall perform his or her duties as a Director, including his or her duties as a
and five (5) elected Directors, or as many as deemed necessary from the elected Board of Directors. The appointed Directors shall hold office for a period of two (2) years. In the event that ORCHA has retained an Executive Director as set forth hereinafter in these By-laws, the said Executive Director shall not be a member of the Board of Directors. All members of the Board of Directors must be members of ORCHA. Section 4 – Reporting Requirements The Board of Directors shall have general charge of the affairs, finances and property of the Association, to which they shall make an annual report to the membership at the annual meeting. Section 5 – Authority In addition to the powers and authorities these By-laws expressly confer upon them, the Board of Directors may exercise all such powers of the Association and to all such lawful acts that are not prohibited by statute or by these By-laws. Section 6 – Vacancies The of Directors shall be empowered to fill vacancies occurring in the Board. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve the unexpired term of his/her predecessor. Section 7 – Quorum A quorum of the Directors in office shall be necessary to transact business of the Association. A quorum for the purposes of these By-laws is defined as five (5) members of the Board of Directors. Once it is established that a quorum exists, a majority of such quorum shall then decide upon any questions that may come before the meeting and shall be binding as though the full Board of Directors were sitting. Section 8- Absenteeism Any Director who misses more than two (2) unexcused meetings per year may be removed for cause. Section 9 – "Good A Director of the Association shall stand in a fiduciary relation to the Association and shall perform his or her duties as a Director, including his or her duties as a
orcha-2017-rule-book.docx