Habitat for Humanity

Article II: Board of Directors

Section 1 - General Powers
Except as otherwise provided herein, all chapter activities shall be exercised by or under the authority of the board of directors, and the affairs of the chapter shall be managed under the direction of the board. The directors of the chapter shall in all cases act as a board and may adopt such rules and regulations for the conduct of their meeting and the management of the chapter as they deem proper, but not inconsistent with these Bylaws, the covenant agreement entered into between Habitat and the chapter (the “Covenant”), the Articles of Association, the rules and regulations of the College, and the laws of the State of Florida.

Section 2 - Number, Tenure and Qualifications
The board of directors shall include the offices of president, vice president, secretary, and treasurer. The board shall be composed of no fewer than four(4) and no more than ten (10) members of which 4-8 shall be students and 0-4 shall be faculty members, and/or administrators, staff, and interested community volunteers. Each director shall hold office for a term of one year and until a successor shall have been duly elected and qualified. A director shall assume office and be deemed duly elected and qualified for the purposes of these Bylaws upon the adjournment of the meeting during which the director was elected, unless a later date is specified. In order to be elected to the board, a director must be a member of the chapter no less than one term/semester.

Section 3 - Election
The board shall be self-perpetuating, and a new board shall be elected each year. The initial board of directors shall be those individuals named in the Articles of Association. Thereafter, a director shall be elected to the board by:

1. Each prospective candidate shall complete and return an application for candidacy (see Appendix for Application). The applications shall be made available to the membership no less than two weeks before candidates are chosen. The Election Committee shall review the applications as per the Articles of Association. Approved candidates shall campaign for no more than one week prior to the elections. No campaign publicity shall be allowed in the voting area on the specified day(s).

2. Officers shall be elected by a majority vote. All votes shall be by show of hands at the first meeting in March of the chapter membership.

3. There shall be a Tallying Committee. Votes shall be counted by no less than three members, including the President, Vice President andParliamentarian/Historian of the Chapter.

Section 4 - Removal and Resignation
Any director may be removed, with or without cause, by two-thirds (2/3) vote of the duly elected and qualified directors of the chapter. Any director failing to live the Warner University Life Style Commitment may be removed. Any director who is absent from three (3) consecutive regular meetings of the board shall be removed from the board, unless there exists a legitimate reason for the absences as determined by two-thirds (2/3) vote of the duly elected and qualified directors of the chapter.

A director may resign at any time by giving written notice to the board, the President, or Secretary of the chapter. Unless otherwise specified in the notice, the resignation shall be effective upon receipt by the board, the President, or the Secretary of the chapter. Acceptance of the resignation shall not be necessary to make it effective. If the resignation is made effective at a later date, the board may fill the vacancy before the effective date if the board provides that the successor does not take office until the effective date of the resignation.

Section 5 - Vacancies
Upon a vacancy created by death, removal, resignation or incapacity of any director, a vote of the majority of the remaining duly elected and qualified directors of the chapter shall be necessary to fill such vacancy. A director elected to fill such a vacancy shall be elected to hold office for the unexpired term of his or her predecessor.

Section 6 - Regular Meetings
The board shall meet at least monthly. The Annual Meeting shall be held two(2) weeks after spring break at a time, place, and date which shall be fixed by the board.

Section 7 - Special Meeting
Special meetings of the board 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 time, place and date for holding the special meeting called by them. Written notice of any special meeting of the board shall be given seventy-two (72) hours prior to the special meeting and shall provide the time, place and date of the special meeting.

If the purpose of the special meeting is to remove a director or to dissolve, merge or otherwise reorganize the chapter, the written notice shall so state. The written notice shall be delivered personally or mailed to each director. The attendance of a director at a special meeting shall constitute a waiver of notice of such a meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened.

Section 8 - Quorum
A Quorum for the transaction of business at any regular or special meeting of the board shall consist of at least one-half (½) of the duly elected and qualified directors of the chapter. If less than a quorum is present at a regular or special meeting, then a majority of the directors may adjourn the meeting from time-to-time.

Section 9 - Manner of Acting
The act of a majority of the directors present at a meeting in which a quorum is present shall be the act of directors, unless the concurrence of a greater proportion is required for such action by these bylaws, the Covenant, the Articles of Association or the rules and regulations of Warner Southern College or any governmental authority.

Section 10 - Presumption of Assent
A director who is present at a regular or special meeting of the board at which action on any chapter matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered into the minutes of the meeting, or unless he or she shall file his or her written dissent with such person acting as secretary before the adjournment of such meeting or shall forward such written dissent by registered mail to the secretary immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action.

Section 11 - Written Consent
Any action required or permitted to be taken at any meeting of the board may be taken without a meeting if a written consent to such action is signed by all duly elected and qualified directors of the chapter and such written consent is filed with the minutes of the proceedings of the board. Such written consent may be executed in multiple counterparts. E-mail meetings must be signed by President and Vice President before being entered into the minutes by the Secretary of the chapter.