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Home › TarValon.Net, Inc. Bylaws ›

Article III - Meetings of Directors

in
  • bylaws

Section 1. Regular Meetings. A regular annual meeting of the Board of Directors shall be held at the principal office of the corporation, or by digital teleconference, or at such other place or in such manner as the Board may designate. In addition, the Board of Directors may provide, by resolution, the time, place, and manner, either within or without the State of Alabama or by digital teleconference, for the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any two (2) directors. Such a meeting may be held either within or without the State of Alabama or by digital teleconference, as determined by vote of the Board of Directors.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least five days before the meeting, give written notice thereof delivered personally or sent by physical or electronic mail to each director at his or her physical or electronic address as shown by the records of the corporation. If physically 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. If electronically mailed, the notice shall be deemed to be delivered according to the timestamp of such electronic mail. Such notice need not specify the purpose for which the meeting is called.

Section 4. Waiver of Notice. Any director may waive notice of any meeting. The attendance by 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.

Section 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors except where otherwise explicitly provided in these bylaws.

Section 6. Manner of Acting. Except as otherwise provided in these bylaws, 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.

Section 7. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail or electronic mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 8. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 9. Committees of the Board. The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.

‹ Article II - Board of Directors up Article IV - Officers ›

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