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Article III

DIRECTORS

Section 1. Composition.
There shall be four (4) officers, plus the past president of the Forum, plus nine (9) Board members-at-large elected by the membership, for a mimimum of 14 Directors.

Section 2. Election and Terms of Board Members at Large and Past President.
The nine (9) members-at large shall serve three (3) year staggered terms. Each year, the Nominating Committee shall present a slate of nominees for those Directors whose terms are expiring and new Directors shall be elected from a slate presented by the Nominating Committee and/or nomination from the floor by majority vote of the Members attending the annual meeting. All nominees must be Members in good standing and must consent to have their names placed in nomination. Board members-at-large are eligible for re-election to a second three year term. Board members may serve again after six (6) continuous years of service only after two (2) years have elapsed from the expiration date of the previous term of service. In the event of any increase or decrease in the number of Directors, the additional or eliminated directorships shall be so classified so that all classes of Directors shall remain or become equal in number, as nearly as possible. The past president shall serve as voting member of the Board until such status lapses, notwithstanding the term limitations described above.

Section 3. Election and Term of Officers.
Officers shall be elected by the membership from a slate presented by the Nominating Committee and/or nomination from the floor if prior consent has been received from the nominee. All officers shall be elected for a one year term. Officers may serve no more than two consecutive terms. Officers shall not be disqualified from service, notwithstanding the term limitations on Directors, until officer status lapses.

Section 4. Vacancies.
A vacancy occurs when an elected Director resigns or is removed from the Board, or when the membership fails to elect a full slate of Directors. A vacancy may be filled by the Board of Directors, but appointed Directors must be elected to office by the membership at the next annual meeting following their appointment

Section 5. Removal.
The absence of a Director from three successive regular Board meetings without prior leave of absence approved by the President or written excuse addressed to the Secretary and duly approved by the Executive Committee shall be regarded as the Director’s withdrawal from the Board. Any vacancy thus occurring shall be reported by the Secretary to the Board at its next meeting.

Section 6. Number.
By vote of an absolute majority number of the Members, the number of Members of the Board of Directors may be changed to any number at least twenty and no more than thirty-two. No decrease in number shall have the effect of shortening the term of any incumbent Director.

Section 7. Ex Officio Directors.
Ex Officio Directors may be elected by the members, who shall have the same rights and privileges as other Directors, except that they shall have no vote.

Section 8. Annual Meeting.
The annual meeting of the Board of Directors shall take place just following the Annual Meeting of the Members. Notice of the annual meeting shall be governed by the notice requirements for regular meetings of Directors. The new Directors and Officers shall take office effective July 1st.

Section 9. Regular Meetings.
Regular meetings of the Board of Directors shall be held at least once each quarter of the calendar year.

Section 10. Special Meetings.
Special meetings of the Board of Directors may be called by the President and must be called on the written request of any five (5) Directors.

Section 11. Notice of Meetings.
Notice of all regular Directors’ meetings shall be given by mailing the same at least ten (10) days before the meeting to the usual or latest recorded business or residence address of the Directors, but such notice may be waived by any Director. Any business may be transacted at any regular Directors’ meeting. Notice of all special Directors’ meetings shall be given by mailing the same at least five (5) days before the meeting to the usual or last recorded business or residence address of the Directors, but such notice may be waived by any Director. Business transacted at any special meeting of Directors shall be confined to matters stated in the notice of special meeting and matters germane thereto, unless every Director is present at such special meeting, in which case any business may be transacted.

Section 12. Chairman.
At all meetings of the Board of Directors, the President or Vice Presidents in order, or in their absence a Chairman chosen by the Directors present, shall preside.

Section 13. Quorum; Voting.
At all meetings of the Board of Directors fifty percent of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise provided by statute or by these bylaws, at any Directors meeting at which a quorum is present, the vote of a majority of the Directors present shall be the act of the Forum. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting to some future date, not more than 20 days after the date of such meeting. Each absent Director shall receive notice of such adjourned meeting no less than 5 days before the meeting, and a quorum shall be necessary for the conduct of business at such adjourned meeting. Each Director shall have one vote on all matters.

Section 14. Contracts and Services.
No Director shall take any action to influence the conduct of the Forum so as to confer financial benefit on another corporation or business in which the Director has a significant interest or affiliation. If an issue arises on which the Director could obtain a benefit, he or she may not vote on the matter, but may present an opinion, if the potential conflict of interest is fully disclosed in advance. In no event shall any person or entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into or consummate any contract or transaction.

Section 15. Compensation.
Directors shall not receive any salary for their service.

Section 16. Powers.
All powers, except as otherwise provided in these bylaws and in the laws of the State of North Carolina, shall be vested in and exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees, whose members need not be Directors, or to Officers of the Forum, such powers as they may see fit, except as limited by statute.