Agenda - 01-22-2009 - 6b - Laserfiche WebLink

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16 Section 8. Compensation. Directors and officers will not receive salaries for their services. Nothing in these By-laws precludes any Director or officer from serving the ERFM in any other capacity and reimbursed for out-of-pocket expenses for such services. Section 9. Absences&Removal.If a Director,in any calendar year,has absences which total more than 25%of the regularly scheduled Board of Directors meetings,or three consecutive meetings,whichever comes first,the Director is obligated to resign. The Board may consider extenuating circumstances, granting a leave of absence for a specified period if such request is made in writing.Any Director may be removed for cause by a two-thirds vote of the ERFM membership at a special or regular membership meeting.Any Member may initiate a vote to remove,but the vote may be taken only after the membership has received written notice of at least 30 days but not more than 60 days to indicate the Member's intention to initiate a vote to remove.The Director proposed for removal shall have an opportunity to make a statement at the meeting held for consideration of removal. If a quorum is present,a two-thirds majority vote for removal is necessary. Article V-Duties of the Board of Directors Section 1. Management of Affairs. The Board of Directors will have responsibility for supervision and control of ERFM's affairs. All rules and regulations for the management of the organization and its agents and for supervision of contractors shall be consistent with North Carolina law and with ERFM by-laws.This responsibility includes the authority to levy a fee for any service provided by ERFM to its members.The Board of Directors has the authority to adopt an ethical code of conduct to regulate the activities of members. The Board of Directors must maintain proper records of all business. Section 2. Employees/Contractors. The Board may employ or authorize the employment of contractors as deemed necessary and to set compensation at a fair market value for the services rendered. Section 3. Insurance. The Board will provide for the adequate insurance of ERFM's property or property stored by ERFM and not otherwise adequately insured. The Board will provide adequate liability insurance to cover activities of the Board and potential accidents to all employees and the public. Section 4. Checks and Drafts. The Treasurer or Vice President will sign all checks,drafts,or orders for the payment of money,notes,or other evidences of indebtedness issued in the name of ERFM. Section 5. Contracts. The Board may authorize by resolution any officer of the ERFM to execute and deliver a contractual instrument in the name of the ERFM. Such activity may be general or confined to specific instances. Section 6. Gifts. The Board may accept on behalf of ERFM any contribution,gift,or bequest for the general purpose or any special purpose of the ERFM. Section 7. Audits. From time to time and at least once a year,the Board will review ERFM's financial records. Once each year the Board of Directors may secure the services of a competent and disinterested public auditor or accountant. The report of this person or firm shall include a written report of findings to share with ERFM's membership.