7. Board of Directors Meetings

The Board of Directors shall meet not fewer than six times during the year.

Except as required by law, the Articles of Organization, or these Bylaws, all actions of the Board shall be decided by a majority of those Board members present and voting with a quorum present, 10 members constituting a quorum for a Board meeting.

Regular meetings shall be scheduled by the President and approved by the Board. The meeting schedule shall be posted on the BAYS website, and a notice of the posting sent to all Directors.

Special or emergency meetings shall be called by the President as required, or in response to a written request of three Board members. The Secretary or President shall notify and provide the agenda to all Board members at least 48 hours before the scheduled time of the special or emergency meeting.

Whenever any written notice is required to be given to Directors, a waiver of notice given either before or after the action for which is required shall have the effect of written notice. Attendance by a Director at a meeting without protest as to notice shall have the effect of waiver of notice. 

Meetings of the Board or committees may be conducted, and members of the Board or committees may participate in such meetings, in person or by telephone conference call, videoconference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.  During a meeting, votes may be tabulated through an approved electronic format, such as but not limited to a conference call poll or Doodle poll.

Without a meeting, any action required or permitted to be taken by the Board may be taken only if every member of the Board votes in favor of the action. Written votes will be filed by the Secretary with the records of BAYS. Such votes may be given by electronic mail, facsimile transmission, or other means of written communications. Such votes shall be treated for all purposes as a vote at a meeting.

Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order, provided they do not conflict with the governing documents, rules, or policies of BAYS.