BOARD OF DIRECTORS
A. General Powers
The business and affairs of the corporation shall be managed by its Board of Directors (Board).
B. Number, Tenure, Qualifications
The number of directors shall be seven. Qualification for membership on the Board of Directors shall be as follows:
a) Not more than two of the members of the Board shall be elected public officials currently holding office, or their representatives. One of these elected positions will represent Oregon and the other shall represent Washington from the five counties outlined in Article I.
b) At least one-third of the directors shall either be “low income (less than 80% of area median income)” or residents of “low-income neighborhoods or communities”, or elected representatives of “low-income neighborhood organizations”. A community may be a neighborhood or neighborhoods, town, village, county or multi-county area.
c) Board members shall be selected through a process that insures that the interests of women and minorities are adequately represented.
d) The directors constituting the Board of Directors of the corporation shall be elected or appointed for the following terms and in the following manner: each expiring position, in addition to any new positions shall be filled for a term of two years each.
C. Regular Meetings
A regular annual meeting of the board shall be held as determined by the Board. . The Board may provide by resolution the time and place within the area of operation.
D. Special Meetings
Special meetings of the Board may be called by or at the request of the president and shall be called by the secretary at the request of any two directors. The authorized person or persons calling a special meeting may fix any place within the area of operation.
Notice of any special meeting of the Board shall be given at least two days previously thereto by written notice delivered personally, or four days’ notice sent by mail or telegram, to each director at the director’s address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws.
A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.
G. Manner of Acting
The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the board, unless the act of a greater number is required by law or by these bylaws.
The Board may also act by written consent of all the directors of the corporation setting forth the action taken. A written consent includes a consent that is transmitted or received by electronic means. Signing includes an electronic signature that is executed or adopted by a director with the intent to sign.
The Board may hold a regular or special meeting by telephone conference or by any similar means by which all persons participating in the meeting can simultaneously hear or read each other’s communications during the meeting. Alternatively, the Board may conduct a regular or special meeting by electronic means, provided that (a) all communications during the meeting are immediately transmitted to each participating director and (b) each participating director is
able to immediately send messages to all other participating directors. A director participating in a meeting conducted by any method stated in this section shall be deemed to be present in person at the meeting, and all participating directors shall be informed that a meeting is taking place at which official business may be transacted. Notice consistent with these Bylaws must be given.
Any vacancy occurring in the board shall be filled by the board. Such person shall be appointed or elected for the unexpired term of office of the predecessor in office.
Directors shall not receive any compensation for their services as directors.
J. Absence from Meetings
Any director who is absent from three (3) consecutive meetings without excuse satisfactory to the board shall be deemed to have surrendered the office as director.
K. Residuary Powers
The board shall have the powers and duties necessary or appropriate for the administration of the affairs of the corporation. All powers of the corporation except those specifically granted or reserved to the member by law, the articles of incorporation or these bylaws shall be vested to the board.
L. Removal from Office
A director may be removed from office, for cause, by a vote of not less than three-fourths of the directors present at a meeting of the directors, provided notice of such proposed action shall have been duly given in the notice of the meeting and provided the director has been informed in writing of the charges preferred against the director at least 10 days before such meeting. The director involved shall be given an opportunity to be heard at such meeting. Any vacancy created by the removal of a director shall be filled by a majority vote of the directors, which may be taken at the same meeting at which such removal takes place.