2016-701 Emergency Svc - South Orange Rescue Squad - Application for Ambulance Franchise

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with the Secretary during the meeting, or file the written dissent by mail or electronically within two (2) days of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. 10. Action taken by a majority of the Directors without a meeting is nevertheless Board action if consent, either in writing or by electronic means,to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action is so taken. 11. The Board of Directors may designate three (3) or more Directors or members to constitute a committee. At no time shall a committee include more than three (3) Directors or any number of Directors as to constitute a majority of Directors. Any committee shall, to the extent authorized by law and provided by Board resolution, have and may exercise all of the authority of the Board of Directors. The designation of any committee, and the delegation thereto of authority, shall not operate to relieve the Board of Directors, or member thereof, of any responsibility or liability imposed upon it or them by law. Article VII Officers 1. The officers of the Corporation shall at minimum consist of a Chief, Assistant Chief, a Secretary, a Treasurer, and certain Warrant Officers. The Chief, Assistant Chief, and Warrant Officers shall be members in good standing at the time of the appointment. Any member except Provisional Members may hold the offices of Secretary and Treasurer. Other offices may be created, and their vacancies filled, as deemed necessary by the Board of Directors. The Chief shall be the Chief Operating Officer and equivalent to the President of the Corporation. 2. The Membership shall elect the Chief,Assistant Chief(s), Secretary, Treasurer, and other officers. These officers shall be elected by simple majority vote at the annual meeting of the membership or at any other regular or specially called meeting when a vacancy is present. 3. The election of Chief and Assistant Chief(s) shall be subject to ratification by a simple majority of the sitting Board of Directors. If the elected officer(s) are not approved by a simple majority of the Board of Directors, further nominations and elections will be held by the membership until such time as the Board of Directors approves the elected officer(s). 4. Elections for officers shall be organized and conducted by the Nominations Committee. The Nominations Committee shall consist of no less than three (3) members, elected from and by the voting membership of the Corporation. The Nominations Committee shall receive nominations, and make recommendations for offices. The Nominations Committee shall solicit nominations from the members of the Corporation prior to the preparation of the ballot. A majority of a quorum shall elect Warrant Officers from their respective constituency.