A. General Authority. There shall be a Board of Directors for the Foundation hereinafter referred to as the “Board.” The Board shall manage, supervise, and control the property and affairs of the Foundation. The Directors shall receive no compensation, except for reasonable reimbursement of their expenses, for performance of their duties. An Initial Board of Directors shall serve until these bylaws are ratified.


B. Election. Elections for the Board shall occur during the annual meeting except for the first election which will be held at the first Board meeting after ratification of these bylaws. The Board shall be composed of no more than 21 individuals. If a nominated candidate is a current member of the Board, the candidate may not cast a vote for his or her own election. The Nominating Committee shall present a slate of candidates for consideration to be elected to the Board. Nominations shall also be allowed from the floor.


C. Term of Office. The Initial Board shall hold office until the first meeting of the Board held after ratification of these bylaws. At the first Board meeting held after ratification of these bylaws, eleven (11) Board members shall be elected for a two year term, ten (10) members shall be elected for a one year term, if less than 21 members are on the Board the same ratio will apply. After the first election, each newly elected member of the Board shall serve a two year term. After the first election, half plus one of the Directors shall be elected every odd numbered year and the other half shall be elected every even numbered year. Directors shall assume office at the end of the annual meeting at which they were elected.


D. Vacancies. Vacancies occurring on the Board shall be filled for the unexpired term by a majority vote of the Board.


E. Resignation. Any Director may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or Board.


F. Removal.


1. The Board, with or without cause, may remove any director from office.


2. Any Director who is not a Bataan Veteran and who misses three consecutive regular meetings of the Board, unless the majority of the Board specifically approves such absences, shall be removed automatically without further notice.


G. Regular Meetings. A regular meeting of the Board, referred to as the Annual Meeting, shall be held in October for the purpose of holding elections and conducting any other such business as may come before the Board. A second meeting will take place in April. The Board may, by resolution, provide for the holding of additional regular meetings without additional notice than such resolution. In addition, the Board may hold interim regular meetings, which may be held by telephone conference.


H. Special Meetings. Special meetings of the Board may be called at the direction of the President or by a majority of the Directors then in office to be held at such time, day, and place as shall be designated in the notice of the meeting.


I. Notice.


1. Notice of the time, day, and place of any meeting of the Board shall be given at least seventy-two hours prior to the meeting by mail, fax, telegram, telephone, or cable to each Director at his or her address as shown in the records of the Foundation.


2. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.


J. Quorum. Seven Directors shall constitute a quorum for the transaction of business at any meeting of the Board except that majority of the Directors present may adjourn a meeting without further notice.


K. Regular Manner of Acting. The act of a majority of Directors present at a meeting of the Board shall be the act of the Board.


L. Special Manner of Acting. Any action may be taken without a meeting of the Board if consent in writing setting forth the action to be taken is signed by a majority of the Directors entitled to vote. Any such consent signed by a majority of the Directors shall have the same effect as a vote taken at a regularly scheduled meeting. This may be accomplished by facsimile voting. Meetings by telephone conference are permitted. If a situation develops needing immediate attention, Board members may be contacted individually by an officer of the Board by telephone for a phone vote. A written report to the Board shall be submitted by the officer(s) making the calls at the Board meeting immediately following the phone vote. The exact circumstances of the vote shall be described in the report including the issue(s) voted on, name(s) of person(s) making the calls, and the results of contact of each Board member.


M. Presumption of Assent. A Director who is present at a meeting of the Board at which action on any Foundation matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting.

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Bataan-Corregidor Memorial Foundation of New Mexico, Inc.