ARTICLE III - Board of Directors

Answer

Section 1. Numbers. The management of the Club shall be vested in a Board of Directors of not less than three (3) and not more than eight (8) members, each of whom shall be a Regular Member of the Club. The Board shall consist of at least the President, all past Chairperson and all past Presidents. The immediate past President will serve as the Chairperson of the Club.

Section 2. Duties of Directors. Directors shall in good conscience participate in the working operations of the Club’s meetings, programs and related activities. A Board member in good standing must attend at least 50% of the scheduled Board meetings be it in person or via conference call or in lieu of attendance contribute significant time outside of the Board meetings.

Section 3. Term and Compensation. Directors will retire from the board, once the board reaches its maximum capacity of 8 members. The retirement will be in order of seniority. Directors shall not be paid for their services to the Club.

Section 4. Removal of Directors. A director may be removed for cause by a vote of 3 directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal.

Section 5. Meetings. Meetings of the Board of Directors may be held at any time, and at any place within or without the State of Israel. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director. Notice of every meeting shall be given to all members of the Board of Directors by first class mail, by e-mail or both, provided, however, that such notice need not be given if waived in writing by all directors.

Section 6. Quorum for a Meeting of the Board. A quorum at any meeting of the Board shall consist of not less than 3 of the incumbent directors.