Page 17 - Demo

7Directors for all purposes, and any business may be transacted at such meeting that could be transacted if the Directors were assembled in physical proximity to each other. k. A resolution in writing signed by the President of the Board of Directors shall be deemed to be the action of the Board of Directors as therein expressed with the same force and eff ect as if the same had been passed at the duly convened meeting and the secretary shall record such resolution in the minute book under its proper date. l. During the annual meeting, the 19 incoming Directors for the ensuing year shall:(1) reorganize for the ensuing year by electing a president and a vice-president from those Directors having only two remaining years of their term; and(2) reorganize the Executive Committee for the ensuing year by electing a chairman and a vice-chairman from the Directors having only one year remaining of their term. m. All newly elected offi cers shall assume the duties of their offi ce on the fi rst day of July next following their election. n. The Commissioner shall serve as Secretary-Treasurer of the Corporation. o. All legitimate expenses of the Directors shall be paid out of the Corporation funds. p. Details in connection with the conduct of business of the Directors shall be determined by the Directors. q. A majority of the Directors shall constitute a quorum. ROBERTS RULES OF ORDER shall be followed in all meetings except the President shall be entitled to vote on any and all issues. r. It shall be the duty of the Directors to establish the rules and By-Laws of the Corporation. s. All reports and recommendations are to be submitted in writing and in the hands of all Directors at least three weeks prior to the meeting at which such are to be presented. t. The Board of Directors may remove any Director under the following conditions: (1.) The removal of a Director shall be for cause, which may include, but is not limited to, the following examples: (a) Director failing to perform basic responsibilities, or doing so improperly; (b) Director failing to act in accordance with the Board%u2019s governing standards; (c) Director failing to comply with the Director%u2019s fi duciary obligations; (d) Director%u2019s inappropriate and intentional disclosure of confi dential information; (e) Director%u2019s intentional violation of any IHSAA bylaw, rule, regulation, standard or policy: (f) Director causing another to intentionally violate any IHSAA bylaw, rule, regulation, standards or policy. (g) Director intentionally engaging in conduct that is deemed by the Board to be detrimental to the IHSAA; and (h) Director engaging in or having engaged in action which could be considered to constitute criminal misconduct. Before a Director is removed for cause, the Board must be satisfi ed that the acts of the Director proposed for removal are more than mere mistakes, more than negligence. (2.) Removal shall be by a two-thirds (2/3) vote of all Directors then in offi ce, excluding the Director proposed for removal. (3.) Removal may occur at any regular or special meeting of the Board, provided that a Statement of the Reason(s) shall have been mailed by Registered Mail to the Board of Directors, including the Director proposed for removal, at least thirty (30) days before any fi nal action is taken by the Board of Directors. (4.) The Statement of Reason(s) shall be accompanied by a Notice of the time when and the place where the Board of Directors is to take action on the removal. (5.) The Director proposed for removal shall fi rst be given an opportunity to be heard at the time and place mentioned in the Notice, after which the Board of Directors, excluding the Director proposed for removal, shall consider the matter and take a vote.Article IV - Administration