ARTICLE III. BOARD OF DIRECTORS

Section 1, General Powers,
The business and affairs of the Club shall be managed by its Board of Directors.

Section 2. Election of Directors.
Ninety (90) days before the annual membership meeting on the first Friday in August, the Board of Directors shall appoint a Nominating Committee composed of three (3) Media members, and two (2) members from any other membership classification. The names of the members of the Nominating committee shall be published in the first issue of the Press Club bulletin or sent via email, fax or mail, following their appointment to the Nominating Committee. Notification shall invite members to make recommendations to the committee of candidates for the office of Director. Forty-five (45) days prior to the annual general membership meeting, the Nominating Committee, after approval of slate by majority of Press Club Board shall direct the Press Club Director to publish the names of at least two (2) nominees for each vacancy in the office of Director. Nominees for the Board of Directors shall run at large against each other in each of two(2) categories- those seeking to represent Media members and those seeking to represent members in other membership classifications entitled to vote and hold office. Each voting member shall be entitled to vote for the specified number in both categories of candidates for Director. Not less than thirty (30) days prior to the general membership meeting, other persons may be nominated by petition signed by at least thirty (30) members in good standing, and such nomination shall be accepted by the Nominating Committee and placed on the ballot. Secret ballots containing numbered envelopes and a space for write-in candidates shall be mailed to members in good standing at least fifteen (15) days prior to the aforementioned membership meeting. Deadline for receipt of ballots shall be 6:00pm at the Club office on the day immediately preceding the membership meeting. Following the deadline, three (3) election judges appointed by the Board at its July meeting shall open and tabulate each ballot and shall declare the winner from those nominees receiving the greatest number of votes. In the event of a tie in any category, the winner shall be determined by a confidential & recorded written vote of all members present at the annual membership meeting. Not withstanding any provision herein to the contrary, the Board of Directors shall ensure that the election is properly conducted, that petitions are properly received and reviewed, and that ballots are properly received and reviewed and that ballots are properly prepared.

Section 3. Number, Tenure and Qualifications.
The number of Directors shall be-fifteen (15): the President, the President-elect, the immediate past President and 12 Directors. The President and the immediate past President shall be ex-officio members. All Directors shall be members of the Club in good standing, and at least a majority shall be Media members of the Club. The President, President-elect and immediate past President shall hold office for one (1) year. All other Directors shall hold office for two (2) years, unless sooner terminated by provisions of Section 9 of this Article, and until his successor shall have been elected and qualified. Six (6) Directors, or such other of actual vacancies, which shall exist at the time of the election, shall be elected at each annual meeting of members. The President, immediate Past-president and President-elect of the Club shall automatically be members of the Board of Directors. A Director shall be eligible for re-election upon the expiration of his term in office. The number of Directors may be increased or diminished by appropriate Constitutional amendment pursuant to Article VI of this Constitution, provided, however, that the number of Directors in no event shall be less than three (3) nor more than twenty-five (25), a majority of whom shall be Media members; further provided, that nothing herein shall have the effect of removing an incumbent Director. Each member of the Board, including ex-officio members, shall have one (1) vote on each matter presented to the Board of Directors for action.

Any member of the Board of Directors who shall not be present at four (4) regular meetings in any twelve (12) month period may automatically be dropped from the Board and a successor elected as provided herein, unless he has obtained from the President permission to be absent or shall present to the Board a satisfactory excuse for such absence.

Section 4. Regular Meetings.
AA regular annual meeting of the Board of Directors shall be held without further notice immediately, or as soon as reasonably possible after the election of Directors, and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place of any regular meeting of the Board without notice.

Section 5. Special Meetings.
Special meetings of the Board of Directors may be called by the President or any three (3)Directors. The person or persons authorized to call special meetings of the Board may fix the place for holding any special meeting of the Board called by them.

Section 6. Notice.
Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally, by email or fax or by telephone to each Director. 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required bylaw or by this Constitution.

Section 7. Quorum.
A majority of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, except when specified otherwise in this Constitution; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn themeeting without further notice. Directors present by proxy may not be counted toward a quorum.

Section 8. Manner of Acting.
The act of a majority of the Directors, present in person or by proxy at a meeting at which a quorum is present, shall be an act of the Board of Directors, unless otherwise provided by this Constitution or unless the act of a greater number is required by law. A Director may vote in person or by proxy, executed in writing by the Director. No such proxy shall be valid more than three (3) months from the date of its execution. Each proxy shall be revocable unless expressly provided therein to be irrevocable, or at law.

Section 9. Vacancy.
An office of Director shall be considered to be vacant upon the happening of any one of the following events: a. Death of the person holding such office. b. Resignation, retirement or disqualification of the person holding such office. Any Director or Officer may resign his office at any time, provided such resignation is made in writing, and such resignation takes effect from the time of its receipt by the Board of Directors unless another time shall be fixed in the resignation. The acceptance of the resignation shall not be required to make it effective. c. Refusal of any person to serve. d. Removal of a Director at a member’s meeting as provided in Section 11 of this Article. e. Removal of a Director for non-attendance of meetings as provided in Section 3 of this Article. f. If a Director who has not completed his term should be elected President, his post as Director shall be declared vacant when he assumes the office of President and the vacancy for the unexpired portion of such Director’s term of office shall be filled in accordance with Section 12 of this Article.

Section 10. Compensation.
Directors shall not receive a salary from the Club for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at regular or special meetings of the Board. Nothing herein shall prevent the Club from hiring a Director as an independent contractor, provided that such action is approved by a majority of the Board of Directors.

Section 11, Removal.
A Director may be removed from office, with or without cause, by the affirmative vote of not less than two- thirds (2/3) of the members present and entitled to vote at a members’ meeting at which a quorum is present, provided notice of such proposed action shall have been duly given to the members in the notice of the meeting.

Section 12. Filling of Vacancy.
Any vacancy occurring in the Board of Directors shall be filled at the next meeting of the Board of Directors following the occurrence of such vacancy by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors may exist. Any vacated office formerly held by a Media member shall be filled by another Media member, elected as aforesaid. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Directorship to be filled by any reason of an increase in the number of Directors by amendment of the Constitution shall be filled by election at an annual meeting of members or at a special meeting of members called for that purpose.

Section 13. Duty to Present Annual Statement.
The Board of Directors shall present at each annual meeting, and when called for by vote of the members at any special meeting of members, a full and complete statement of the business and condition of the corporation.

Section 14. Presumption of Assent.
A Director of the Club who is present at a meeting of the Board of Directors at which action on any Club matter is taken shall be presumed to have assented to the action unless his dissent to such action shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof, or unless such Director shall forward such dissent by registered mail to the Secretary ofthe Club immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action