Chapter 4 Board of Directors

4.1       Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporations activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.  The Board may adopt and enforce rules for member meetings, drills and social activities.

4.2       The authorized number of directors shall be six. The board shall consist of the following officers: Chair, Secretary, Treasurer and three trustees.  Any regular member or senior, except the Fire Chief, is qualified to serve on the board.

4.3       The directors shall be determined as follows:

4.3.1    The Chair shall be elected by the members at the annual June membership meeting.

4.3.2    The Secretary shall be elected by the members at the annual June membership meeting.

4.3.3    The Treasurer shall be elected by the members at the annual June membership meeting.

4.3.4    The three trustees shall be elected by the members at the annual June membership meeting.

4.4       All board officers shall serve a two year term.

4.5       A vacancy or vacancies on the board of directors shall occur in the event of (a) the death or resignation of any director, (b) the declaration by board resolution of a vacancy in the office of a director who has been declared of unsound mind by a court order, convicted of a felony, or, if the corporation holds assets in charitable trust, found by a final order or judgment of any court to have breached a duty arising under Corporations Code section 7238; (c) the vote of a majority of all members, to remove any director(s); provided, however, that a director who was designated as a director, rather than elected by the members, may be removed by the person or persons who designated that director and may not be removed without the written consent of that person or persons; (d) an increase in the authorized number of directors; or (e) a failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting.

4.6       Except as provided below, any director may resign by giving written notice to the chair of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a directors resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.  Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.

4.7       The members may elect a director or directors at any time to fill any vacancy or vacancies on the board.

4.8       Meetings of the board shall be held at any place within Colusa County that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.  Regular meetings of the board shall be held concurrently with the monthly membership meetings.

4.9       Special meetings of the board may be called in accordance with the Nonprofit Corporation Law.

4.10     A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provisions on (a) approval of contracts or transactions between this corporation and one or more directors or between this corporation and any entity in which a director has a material financial interest, (b) creation of and appointments to committees of the board, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

4.11     Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

4.12     A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours,notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

4.13     Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved board action. All such consents shall be filed with the minutes of the proceedings of the board.

4.14     Directors shall serve without compensation from the corporation.

44.15     The Nonprofit Corporation Law shall govern matters concerning the standards of conduct of directors, directors financial interests (e.g., contracts and loans), liability, indemnification, and insurance.