NSCA BYLAWS - Article V: Directors
Section 1. General Powers. The affairs of the Association shall be managed by its Directors.
Section 2. Number and Tenure. The number of Directors shall be seven (7). The Directors shall be elected for a term of three (3) years, or for the unexpired term of any resigning Director, and until their respective successors are elected. Any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by affirmative vote of a majority of the remaining Directors regardless of whether there are a sufficient number of Directors remaining to constitute a quorum of the Board of Directors excluding having only one sole remaining Director, in which case filling all vacant Directors positions shall be done at the next succeeding meeting of the Members of the Association, provided that any sole remaining Director shall call for a special meeting to be held within thirty (30) days of him/her becoming the sole Director. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director, the vacancy in whose position he/she was elected to fill.
Section 3. Regular Meetings. The Board of Directors shall convene regular meetings two times a year. Such meetings will be held at such time and place, within Reston, Virginia, as may be specified in the notice thereof. The Board of Directors may provide by resolution the time and place, within Reston, Virginia, for the holding of regular meetings of the Board without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, within Reston, Virginia, as the place for holding any such special meetings of the Board called by them.
Section 5. Notice. Notice of any meeting of the Board of Directors, where notice is required, shall be given by written notice delivered personally or sent by mail or e-mail to each Director at his/her address as shown on the records of the Association, as follows: regular meeting - five (5) days in advance; special meeting two (2) days in advance. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If such notice be given by e-mail, such notice shall be deemed delivered when the email is sent. Any Director may, in written form signed by him/her or by email, before or after the time of the meeting stated therein, waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specifically notified in advance except as required by law, by the Articles of Incorporation of the Association or by these Bylaws.
Section 6. Quorum. Except as otherwise provided by law or by the Articles of Incorporation of the Association, or by these Bylaws, a majority (4 Directors) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors is present at said meeting, no official action can be taken.
Section 7. Manner of Action. The act of a majority (51%) of the Directors present at a meeting at which a quorum (4 Directors) is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Association, or by these Bylaws.
Section 8. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefor.
Section 9. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing or by email, setting forth the action so taken is signed by a majority of all Directors.
Section 10. Other Powers. In addition to the powers hereto fore set forth in this Article V the Board of Directors shall have all those powers and rights specifically set forth in Article VII, Section VII.1 (d) (2) of the Deed of Amendment to the Deeds of Dedication of Reston recorded in Deed Book 6072 at page 69 among the land records of Fairfax County which powers and rights are incorporated herein by reference as if specifically set forth in haec verba. The Board of Directors shall also have any other powers reasonable and necessary in carrying out its powers under Section 1 above. To the extent the powers and rights contained in this Section 10 may be in conflict with any other powers and rights set forth in these Bylaws, the powers and rights of this Section 10 shall govern.
Section 11. Removal of Directors. A Director may be removed from office at a regular meeting of the Board of Directors or at a special meeting of the Board of Directors called expressly for that purpose, with or without cause by such vote as would suffice for the election of a Director. If a Director fails to attend any regular or special meetings of the Board within a six (6) month period and fails to otherwise significantly participate in the affairs of the Board, upon the motion of any Director, the President, or other designated person shall be directed to contact the inactive Director to seek his active participation. If the inactive Director cannot be contacted by a reasonable good faith effort or fails to attend the next regular meeting of the Board, the position occupied by the inactive Director may be declared vacant by a majority of the remaining Board.
Section 2. Number and Tenure. The number of Directors shall be seven (7). The Directors shall be elected for a term of three (3) years, or for the unexpired term of any resigning Director, and until their respective successors are elected. Any vacancy occurring in the Board of Directors may be filled at any meeting of the Board of Directors by affirmative vote of a majority of the remaining Directors regardless of whether there are a sufficient number of Directors remaining to constitute a quorum of the Board of Directors excluding having only one sole remaining Director, in which case filling all vacant Directors positions shall be done at the next succeeding meeting of the Members of the Association, provided that any sole remaining Director shall call for a special meeting to be held within thirty (30) days of him/her becoming the sole Director. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director, the vacancy in whose position he/she was elected to fill.
Section 3. Regular Meetings. The Board of Directors shall convene regular meetings two times a year. Such meetings will be held at such time and place, within Reston, Virginia, as may be specified in the notice thereof. The Board of Directors may provide by resolution the time and place, within Reston, Virginia, for the holding of regular meetings of the Board without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, within Reston, Virginia, as the place for holding any such special meetings of the Board called by them.
Section 5. Notice. Notice of any meeting of the Board of Directors, where notice is required, shall be given by written notice delivered personally or sent by mail or e-mail to each Director at his/her address as shown on the records of the Association, as follows: regular meeting - five (5) days in advance; special meeting two (2) days in advance. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If such notice be given by e-mail, such notice shall be deemed delivered when the email is sent. Any Director may, in written form signed by him/her or by email, before or after the time of the meeting stated therein, waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specifically notified in advance except as required by law, by the Articles of Incorporation of the Association or by these Bylaws.
Section 6. Quorum. Except as otherwise provided by law or by the Articles of Incorporation of the Association, or by these Bylaws, a majority (4 Directors) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors is present at said meeting, no official action can be taken.
Section 7. Manner of Action. The act of a majority (51%) of the Directors present at a meeting at which a quorum (4 Directors) is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, or by the Articles of Incorporation of the Association, or by these Bylaws.
Section 8. Compensation. Directors as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefor.
Section 9. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing or by email, setting forth the action so taken is signed by a majority of all Directors.
Section 10. Other Powers. In addition to the powers hereto fore set forth in this Article V the Board of Directors shall have all those powers and rights specifically set forth in Article VII, Section VII.1 (d) (2) of the Deed of Amendment to the Deeds of Dedication of Reston recorded in Deed Book 6072 at page 69 among the land records of Fairfax County which powers and rights are incorporated herein by reference as if specifically set forth in haec verba. The Board of Directors shall also have any other powers reasonable and necessary in carrying out its powers under Section 1 above. To the extent the powers and rights contained in this Section 10 may be in conflict with any other powers and rights set forth in these Bylaws, the powers and rights of this Section 10 shall govern.
Section 11. Removal of Directors. A Director may be removed from office at a regular meeting of the Board of Directors or at a special meeting of the Board of Directors called expressly for that purpose, with or without cause by such vote as would suffice for the election of a Director. If a Director fails to attend any regular or special meetings of the Board within a six (6) month period and fails to otherwise significantly participate in the affairs of the Board, upon the motion of any Director, the President, or other designated person shall be directed to contact the inactive Director to seek his active participation. If the inactive Director cannot be contacted by a reasonable good faith effort or fails to attend the next regular meeting of the Board, the position occupied by the inactive Director may be declared vacant by a majority of the remaining Board.
