Section 1. A Board of Directors shall govern the Wine Country Chapter. The Board shall be responsible for carrying out the purpose and objectives of the non-profit corporation.
Section 2. The Board of Directors shall consist of the nine (9) officers elected by the membership of the Wine Country Chapter and up to three (3) Trustees appointed by the Board of Directors. All Board of Director Officers shall be members in good standing of PMI and of the Wine Country Chapter. Terms of office for the Board of Director Officers shall be 2 years, staggered so that 3 Board of Director Officers are elected each year. Exception will be the President-Elect position, which will be elected each year.
Section 3. The Board shall exercise all powers of the Wine Country Chapter, except as specifically prohibited by these bylaws, the PMI ® Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated/registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and PMI ® Bylaws and policies, and to exercise authority over all Wine Country Chapter business and funds.
Section 4. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the President-Elect. A quorum shall consist of no less then one-half of the membership of the Board at any given time. Each elected officer of the Board (does not include Trustees) shall be entitled to one (1) vote and may take part and vote in person only. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 5. The Board of Directors shall declare an officer or Board of Director Officers position to be vacant where an officer of the Board ceases to be a member in good standing of PMI ® or of the Wine Country Chapter by reason of non-payment of dues, or where the officer or Board of Director Officers fails to attend two (2) consecutive Board meetings. A Board of Director Officer may resign by submitting written notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.
Section 6. A Board of Director Officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.
Section 7. If a Board of Director position becomes vacant the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the President-Elect shall assume the duties and office of the presiding officer for the remainder of the term.