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1. General. The affairs of the Association shall be managed by its Board of Directors.
2. Qualifications and Composition. The Board of Directors shall consist of the Officers, as defined in Article V, paragraph 1, the Immediate Past President and nine (9) elected members. The nine (9) elected members shall serve on a three-year rotating basis. Any Active Member of the Association may serve as a Director.
3. Election of Directors. The membership of the Association shall elect three (3) directors at each annual meeting for a full three-year term. No person elected to a full three-year term may succeed himself or herself in that position. Except as provided in Section 4 of this Article, should additional vacancies on the Board of Directors exist at the time of the annual meeting, the membership of the Association shall also elect a director to fill the unexpired term of that vacancy. Directors shall be elected as provided by Article VI, and each elected Director shall hold office until the annual meeting in the last calendar year of his or her term and until a successor shall be elected and take office.
4. Election of Director as Officer. Directors shall be eligible for nomination and election to any executive office. If a Director shall be elected to an executive office, his or her position as Director shall immediately become vacant. That vacancy, and any other vacancy in the Board, may be filled by a majority vote of the Board. Any active member appointed to fill such vacancy shall act and serve until the next annual meeting, at which time an active member shall be elected to serve the remainder of the unexpired term.
5. Political or Judicial Office. No Director shall, in a representative capacity on behalf of the Association, publicly endorse or oppose any candidate(s) for political or judicial office.
6. Compensation. Directors shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for such services.
7. Change of Status. Directors in office upon adoption of the Bylaws shall continue to hold office until the expiration of their term of office.
8. Meetings of the Board. The Board of Directors shall hold, at the least, regular quarterly meetings. Additional meetings of the Board may be convened at the call of the President, any two (2) members of the Executive Committee, any five (5) members of the Board, or any twenty-five (25) members of the Association. A majority of the whole Board shall be required for a quorum. Any one or more members of the Board may participate in a meeting of the Board by means of telephone or other electronic equipment which allows all persons participating in the meeting to hear each other simultaneously. Participation by such means shall constitute presence at the meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, provided that all of the members of the Board are polled either by telephone, fax or e-mail, and each member's consent be noted by the polling party and a written consent be provided to the Board at the next meeting be filed with the minutes of the Board.
9. Assistants and Employees. The Board of Directors shall, at its discretion, retain or hire such qualified personnel (such as, administrative assistant, office manager, executive secretary and secretaries) as deemed necessary to carry out the objects and purposes of the Association.
10. Referendum. The Board of Directors shall, on its own initiative, or upon the request of any standing or special committee, or upon the written request subscribed by no less than fifty (50) active members of the Association, refer for the vote of the membership by mail ballot any question, proposal, or issue in which the legal profession or Association has a professional interest or duty. This provision does not apply to amendments to these Bylaws or the rating of candidates for judicial or related offices. A letter shall accompany the mailing of each ballot, explaining the background of the specific request, stating the specific question to be voted upon and setting forth the last date that the ballot must be postmarked by return mail. The President shall oversee the mailing of ballots and the vote count by the Association Office and shall inform the membership of the result of the referendum within ten (10) days of the date set forth in the ballot letter.
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