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MK Bylaws Part Four

Part Four
Board of Directors

4.1 Number and Eligibility. The board of directors shall consist of not less than three nor more than 25 persons, all of whom shall be of lawful age and all of whom may be or may not be members of the corporation.

4.2 Elections. The directors shall be elected by a majority of the voting members of the corporation at the annual meeting. The members, in electing additional directors, shall give first consideration to Charter members, shall give next consideration to sustaining members, and shall give next consideration to active members. At the time of the nominations, the members shall be entitled to make oral or written presentations as to the qualifications of a particular nominee for the board of directors.

4.3 Annual Meeting and Election of Members of the Board. Immediately after the adjournment of the annual meeting of the members, the board of directors elected thereat shall convene an annual meeting and shall elect a chairman from among its number, who shall hold office for a period of one year or until his successor has been duly elected and qualified. It shall be the duty of the chairman to preside at all meetings of the members and board of directors, and to insure compliance with the laws of the state, the Articles of Incorporation, and the by-laws as herein set forth, and to perform such duties as may be delegated to him and prescribed by the board of directors.

4.4 Election of Officers. At the annual meeting of the board of directors, the board shall elect the officers of the corporation as follows: a president, a vice president, a secretary, a treasurer, and such other officers with such titles and with such powers and duties as may be deemed necessary by the board of directors. The officers must be members of the corporation.

4.5 Special Meetings. Special meetings of the board of directors may be held from time to time upon call issued by the chairman, the president, a majority of the directors, or two-thirds of the members of the corporation. Such meetings may be held either within or without the State of North Carolina, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meetings.

Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Notice of special meetings of the board shall be signed by the person or persons calling the same as aforesaid, or by someone designated and so authorized and instructed by the person or persons calling the same, and shall be sent by mail to each director at his post office address of record with the corporation not less than five calendar days and not more than 20 calendar days prior to the date of the meeting. Such notice shall state the time and place of the meeting and the purposes for which it was called.

4.6 Quorum and Waiver of Notice. A majority of the members of the board at the time holding office shall constitute a quorum for the transaction of business. No special meeting of the board shall be valid unless notice of the meeting has been mailed to each member of the board as provided in paragraph 4.5 above, or the giving of such notice shall have been waived in writing.

4.7 Voting. Each director present shall be entitled to one vote at each directors' meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

4.8 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or of any committee, at which action is taken on any corporate matter, will be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting, or unless he filed his written dissent of such action with the person acting as secretary of the meeting before the adjournment of the meeting, or forwards his dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent will not be available to a director who voted in favor of the action.

4.9 Filling Vacancies. Any vacancy in the board of directors or in the officers of the corporation caused by the death, resignation, removal or other disqualification of a director or an officer may be filled by a majority vote of the remaining directors, even though not constituting a quorum, by the election of some other person who shall hold such office of director or officer by like tenure for the unexpired term. However, prior to such action by the board, the members shall have the right, at any special meeting called for that purpose, to fill any vacancy occurring in the board. The members, by a vote of two-thirds of the voting power of all members at any special meeting called for the purpose, may remove from office any one or more of the directors, notwithstanding his or their term of office as yet unexpired, and may forthwith at such meeting proceed to elect a successor or successors for the unexpired term.

4.10 Tenure. The directors shall hold office from the time of their election until the next annual election of directors, as provided by these by-laws, or until their successors are duly elected and qualified.

Any member of the board of directors who absents himself from three consecutive meetings of the board may have his office declared vacant by a majority of the directors present at any subsequent meeting.

4.11 Compensation for Non-Profit Corporate Directors. Neither the officers, directors nor members serving on committees shall receive any salary or compensation for services rendered to the corporation, unless there is approval of the compensation by both the attorney and the CPA (or equivalent) of the corporation, certifying in writing that the compensation is reasonable and compatible with the restrictions imposed upon a non-profit, charitable, tax-exempt corporation, and unless there is also approval of the compensation by a majority of the Board of Directors in attendance at duly held meeting, with a person seeking compensation abstaining from voting on the matter.

4.12 Powers. The business of this corporation shall be conducted by the board of directors, and the board shall have the right to prescribe the duties and powers of all officers.

4.13 Action by Resolution. The board of directors shall, except as otherwise herein provided by law, have power to act in the following manner: A resolution in writing, signed by all the members of the board of directors shall be deemed to be action by such board to the effect therein expressed, with the same force and effect as if the same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the secretary of the corporation to record such resolution in the minute book of the corporation under its proper date

4.14 Lack of Quorum. If a sufficient number of directors constituting a quorum is not present, the chairman so presiding may adjourn the meeting to a date and hour fixed by the chairman, provided he gives reasonable notice in writing, by telephone, telegram, personal visit, or other appropriate means of the date and time of the continued meeting.

4.15 Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting, or in the areas of credentials, quorums, voting and similar matters, will be deemed waived if no objection is made at the meeting.

4.16 Arbitration of Deadlocks Within Board of Directors. If the Board of Directors of this corporation ever is composed of an even number of directors and these directors are deadlocked as to a major issue affecting the corporation, which deadlock prevents a necessary decision of the corporation, then, in that event, the directors shall agree on an arbiter, who will arbitrate the issue; or, if they cannot agree on a disinterested, objective, qualified arbiter, then the then existing attorney and CPA for the corporation shall select a disinterested arbiter, and the corporate attorney, who is familiar with the legal problems, and the corporate CPA, who is familiar with the financial problems of the company, and the disinterested third person, whom these two professionals believe is objective and qualified to decide the issue involved, shall arbitrate the issue at a meeting of the Board of Directors held for that purpose, and the directors agree to be bound by their decision with regard to the deadlock.

Prior to the decision by the arbitrator or board of arbitrators, all directors shall have the opportunity to present facts and arguments with regard to the issue before a decision is rendered by the arbitrators. This provision recognizes that in all human endeavors there will be times when honest and reasonable men cannot agree. It further recognizes that the directors and other persons who have chartered and formed this company are interested in continuity and interested in having the corporate purposes placed above what may be an honest difference of opinion. Therefore, this by-law has been enacted to allow the corporation to move past impasses caused by such deadlocks.

4.17 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full board, may designate two or more of its members to constitute an Executive committee. The designation of such committee and the obligation thereto of authority shall not operate to relieve the Board of directors, or any members thereof, of any responsibility imposed by law.

• Authority. The Executive Committee, when the board of directors is not in session, shall have and may exercise all the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive committee and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of incorporation, adopting a plan of merger or consolidation, recommending to the members the sale, lease or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the members a voluntary dissolution of the corporation or a revocation thereof, or amending the by-laws of the corporation.
• Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his designation and until his successor is designated as a member of the Executive Committee and is elected and qualified.
• Meetings. Regular meetings of the Executive committee may be held without notice at such times and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.
• Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
• Action Without a Meeting. Any action that may be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all the members of the Executive Committee.
• Vacancies. Any vacancy in the Executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.
• Resignations and Removal. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive committee at any time by giving written notice to the president or secretary of the corporation, and unless otherwise specified thereof, the acceptance of such resignation shall not be necessary to make it effective.
• Procedure. The Executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these by-laws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

4.18 Special Committees. The board of directors may also, from time to time, appoint any other special committees deemed by it expedient, and refer to such special committees any special matters with instructions and/or powers to act. All such special committees shall keep regular minutes of the transaction of their meetings and make such minutes available to the board of directors at the next meeting thereof following the proceedings of the special committee.

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