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7 <br />January 27, 2011 draft <br />ARTICLE VII -BOARD OF DIRECTORS <br />7.1. General Powers. The business and affairs of the Association shall be managed under the <br />direction of its Board of Directors, which is vested with the powers and authority to do and perform all <br />acts and functions not inconsistent with law, the Articles and these Bylaws. <br />The Board of Directors shall be responsible for attainment of the objectives specified in the <br />Articles and the Bylaws. Specifically, the Board of Directors shall be responsible for the governance, <br />maintenance, operation, and conduct of the affairs of the Association; and the fmancial oversight of the <br />Association, including, but not limited to, the preparation and implementation of an annual budget and <br />a long-term capital expenditure plan. <br />In addition to its general management responsibilities, and without limitation, the Board of <br />Directors shall perform the following specific duties: <br />(a) establish annual organizational goals; <br />(b) manage the Association's finances, including approving the annual budget and <br />recommending an appropriate dues structure to the membership; <br />(c) allocate the Association's resources; <br />(d) approve programs and activities of the Association's committees, including any studies to be <br />conducted by such committees, and provide oversight of such committees; <br />(e) adopt organizational positions and-policy statements; <br />(f) manage the Association's activities; <br />{g) establish relationships with other organizations, provided, that such relationships shall be in <br />the interest of the Association;. <br />(h) hire or contract with such persons, firms, or entities as the Directors may determine to <br />provide' services for or an behalf of the Association; <br />(i) authorize participation' in litigation to protect the Association's interests; provided, however, <br />that the Association shall not initiate or join in any litigation as an amicus or in a similar <br />capacity without the approval of 3/4 of the Directors in attendance at a properly noticed and <br />called meeting at which a quorum of the Directors is present; <br />(j) authorize participation in lobbying to protect the Association's interests; provided, however, <br />that the Association shall not engage in any lobbying without the approval of 3/4 of the <br />Directors in attendance at a properly noticed and called meeting at which a quorum of the <br />Directors is present; and <br />(k) ensure orderly long-range planning for the organization. <br />{A0076878. DOC}{A0076878. DOC}{4 <br />