Page 56 - Phase One - 2016-2017 AILFN Membership Report (9)
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2016/2017 Phase One – A Global Presence
Section 7. Telephone and Video Meetings. Directors may participate in meetings of the Board of Directors
by means of a telephone or video conference. Participation by such means shall constitute presence in
person at such a meeting.
Section 8. Action without Meeting. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if all the members of the
Board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the
writings or electronic transmissions are filed with the proceedings of the Board, or committee.
Section 9. Notice and Waiver. Notice of any special meeting shall be given at least five (5) days prior
thereto according to the provisions of Article 13. Any Director may waive notice of any meeting, either
before, at, or after such meeting by signing a waiver of notice. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of
such meeting or the manner in which it has been called or convened, except when a Director states at the
beginning of the meeting any objection to the transaction of business because the meeting is not lawfully
called or convened.
Section 10. Quorum and Voting. A majority of Directors then in office shall constitute a quorum for the
transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is
present shall constitute the action of the Board of Directors. If less than a quorum is present, then a
majority of those Directors present may adjourn the meeting from time to time without notice until a
quorum is present. Each Director shall have only one (1) vote.
Section 11. Deadlock. In the case of deadlock, the Chairman for the time being shall cast the deciding
vote. In the event that the Chairman is not present at any meeting of the Directors then those Directors
present shall elect one of their members to serve as Chairman for the purposes of that meeting only.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors electing a Member to fill the vacancy; provided however, if
there are less than five remaining Directors, the vacancies shall be filled by a vote of the Members at a
special meeting called for that purpose by the President or any other Officer presiding or by any two
Directors. A Director elected to fill a vacancy shall hold office for the term specified by the Board of
Directors or Members during the election to fill the vacancy, but such term shall not extend beyond the
term of the vacated position being filled. Any directorship to be filled by reason of an increase in the
number of Directors shall be filled by election at an annual meeting of Members or a special meeting of
Members called for that purpose.
ARTICLE 7 - OFFICERS
Section 1. Number and Titles. The officers of the Corporation shall be a Chair, Chair-elect, a President, a
Secretary and a Treasurer and such other officers as may be appointed in accordance with the provisions
of the Delaware General Corporation Act. One person may hold two or more offices.
Section 2. Election. The officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the
Board of Directors, and each shall hold office for a term of one (1) year or until he or she shall resign or
shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.
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Section 7. Telephone and Video Meetings. Directors may participate in meetings of the Board of Directors
by means of a telephone or video conference. Participation by such means shall constitute presence in
person at such a meeting.
Section 8. Action without Meeting. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if all the members of the
Board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the
writings or electronic transmissions are filed with the proceedings of the Board, or committee.
Section 9. Notice and Waiver. Notice of any special meeting shall be given at least five (5) days prior
thereto according to the provisions of Article 13. Any Director may waive notice of any meeting, either
before, at, or after such meeting by signing a waiver of notice. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of
such meeting or the manner in which it has been called or convened, except when a Director states at the
beginning of the meeting any objection to the transaction of business because the meeting is not lawfully
called or convened.
Section 10. Quorum and Voting. A majority of Directors then in office shall constitute a quorum for the
transaction of business. The vote of a majority of Directors present at a meeting at which a quorum is
present shall constitute the action of the Board of Directors. If less than a quorum is present, then a
majority of those Directors present may adjourn the meeting from time to time without notice until a
quorum is present. Each Director shall have only one (1) vote.
Section 11. Deadlock. In the case of deadlock, the Chairman for the time being shall cast the deciding
vote. In the event that the Chairman is not present at any meeting of the Directors then those Directors
present shall elect one of their members to serve as Chairman for the purposes of that meeting only.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors electing a Member to fill the vacancy; provided however, if
there are less than five remaining Directors, the vacancies shall be filled by a vote of the Members at a
special meeting called for that purpose by the President or any other Officer presiding or by any two
Directors. A Director elected to fill a vacancy shall hold office for the term specified by the Board of
Directors or Members during the election to fill the vacancy, but such term shall not extend beyond the
term of the vacated position being filled. Any directorship to be filled by reason of an increase in the
number of Directors shall be filled by election at an annual meeting of Members or a special meeting of
Members called for that purpose.
ARTICLE 7 - OFFICERS
Section 1. Number and Titles. The officers of the Corporation shall be a Chair, Chair-elect, a President, a
Secretary and a Treasurer and such other officers as may be appointed in accordance with the provisions
of the Delaware General Corporation Act. One person may hold two or more offices.
Section 2. Election. The officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the
Board of Directors, and each shall hold office for a term of one (1) year or until he or she shall resign or
shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.
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