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Section 8.05 Quorum of the Board.
At any meeting of the Board of Directors, at least 9 voting members of the Board shall be required for the
transaction of the business. Except as otherwise provided in these Bylaws, the affirmative vote of a majority of
voting members of the Board then present and voting shall suffice for the transaction of business of the Council.

Section 8.06 Meetings of the Board.
A regular Meeting of the Board of Directors shall be held no less than two (2) times during each administrative year.
One meeting shall be held in conjunction with the Annual Meeting of the Council. The second meeting shall be held
at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors
not less than thirty (30) days before the meeting is held. In addition, the Board, including its newly elected members,
shall hold an organizational meeting during or immediately following the Annual Meeting of the Council. Special
meetings of the Board shall be called by the President, or at the request of any three Directors, by notice mailed,
delivered, telephoned or electronically transmitted to each member of the Board of Directors, not less than 72 hours
before the meeting is held.

Section 8.07 Voting.
Voting rights of a Director shall not be delegated to another nor be exercised by proxy.

Section 8.08 Voting by Mail.
Action taken by a mail or email ballot of the members of the Board of Directors, in which at least a majority of such
Directors, in writing, indicate themselves in agreement with the proposition(s) contained in such ballot, shall
constitute a valid action of the Board if reported at the next regular meeting of such Board.

Section 8.09 Absence or Lapse of Qualification.
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of
Directors shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by
these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a
separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members. The
Board of Directors shall declare vacant the seat of any Board member who fails to maintain membership in good
standing in the Council. A past president Ex-Officio member of the board of directors who misses two consecutive
meetings, without proper excuse, shall no longer have voting privileges as a board member and shall not be
counted as part of the quorum until he/she attends two consecutive meetings of the board thereafter.

Section 8.10 Vacancies, Suspension and Removal.
Non-officer vacancies may be filled for the balance of the term thereof by the Board of Directors at any regular or
special meeting. The Board of Directors, at a regular or special meeting, may suspend or remove any Board
member from office for cause. The Board of Directors, for good cause shown, and to protect the best interests of the
Council and its members, may suspend or remove a Board member from office, pending the next regular or special
meeting of the Board. Such suspension or removal must be approved by at least two-thirds of the total membership
of the Board present at the Board Meeting.

Section 8.11 Compensation.
Directors and elected officers shall not receive any compensation for their expenses without authorization of the
Board.