Section 3.01 Number of Directors. The Conference shall have 12
Directors. The Directors shall constitute the Board of Directors
("Board" herein).
Section 3.02 Qualifications. All Directors shall be active members of
Member Churches at all times during the course of their terms. The
Directors shall hold office for the term of three years, and until
their successor is elected. Directors may serve no more than three
consecutive full terms. The Conference is divided into geographic
regions: the State of Washington, the State of Oregon, the State of
Idaho, and all other states combined that may contain Member Churches.
One Director shall be a resident of the State of Washington, four
Directors shall be residents of the State of Oregon, and one Director
shall be a resident of the State of Idaho. Two Directors shall be
appointed at large by the Board for three year terms, each from a
different one of the regions described above, to balance the Board.
Section 3.03 Nomination. Nomination of Directors shall be in accord
with the procedure set forth in Exhibit A. Nomination of Committees and
Positions shall be in the manner prescribed by the Board from time to
time. The method of nomination shall be published to the Member
Churches. The Board shall provide a method by which Member Churches may
nominate Directors.
Section 3.04 Election. Six Directors and the four officers, who are
also Directors, shall be elected at annual meetings of the Conference.
Nominations shall be included in the notice of meeting published to
Member Churches. Delegates may cast one vote for each vacancy. There
shall be no cumulative voting. The persons receiving the highest number
of votes for each vacancy are elected to the Board. Run-off elections
shall be used to resolve ties. Directors shall serve without
compensation. The Conference may reimburse Directors for actual
expenses incurred in performing their duties. Appointed Directors shall
be selected as provided above. The Board may designate certain nominees
for certain vacancies.
Section 3.05 Meetings. A regular meeting of the Board shall be held on
the dates and times set by the Board from time to time at such place as
the Board may determine. Any officer or any two Directors may call a
special meeting of the Board by giving personal notice to each director
orally at least ten days before the special meeting or by giving
written notice fifteen days prior to the time scheduled for the special
meeting. Such notice shall include the purpose of the meeting. The
actions taken at any meeting of the Directors shall be valid. The
Moderator shall preside at meetings of the Board, or, in the
Moderator's absence, the Assistant Moderator shall preside. If the
Assistant Moderator is also absent, the Board shall designate a
Chairperson. A majority of the Directors then serving constitutes a
quorum for the transaction of business. A majority of the Directors
present may adjourn a meeting to another time, with notice being given
to Directors not present at the time of the adjournment. Such notice
may be given in person or mailed fifteen days before the meeting.
Section 3.06 Removal. The Board may remove a Director who has been
declared of unsound mind by final order of a court, who has been
convicted of a felony while serving on the Board, or who has failed to
attend three consecutive meetings of the Board, by a vote of two-thirds
or more of those Directors present at the meeting. The Board may, by a
vote of two-thirds or more of the other Directors present at the
meeting, remove a Director without cause. Notice of intention to move
for such removal without cause must be given to all Directors in
writing fifteen days prior to the time scheduled for the meeting at
which such action is proposed to be taken. The Member Churches may
remove a Director without cause by a two-thirds vote to do so of the
delegates present at a special meeting of Member Churches called for
that purpose as set out in section 2.04. Any such removal by the Member
Churches shall disqualify a person from being a Director for a five
year period.
Section 3.07 Resignation. A Director may resign by giving written
notice to an officer of the Conference. Resignations shall be effective
upon receipt, unless such resignation would leave the Conference with
no Director, in which case it shall not be effective until another
Director has taken office.
Section 3.08 Vacancies. Vacancies on the Board shall exist upon death,
resignation or removal of a Director, upon a Director's change of
residence outside the geographic regions, upon increase in the
authorized number of Directors or upon the failure of the Member
Churches to fill a vacancy at an annual meeting. A majority of the
Directors remaining in office, or the sole remaining Director, may fill
such vacancies by appointment.
