Section 3.01. General Powers. The corporation’s powers shall be exercised by or under the authority of, and its business and affairs shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
Section 3.02. Election. Directors shall be elected by the Annual Meeting. Directors are elected by a majority vote of the Directors entitled to vote in the election at a meeting at which a quorum is present.
Section 3.03. Number, Tenure, and Qualifications. The number of directors of the corporation shall not be less than 3 and shall not be more than 9, and may be increased or decreased at any time by resolution of the Board of Directors.
Membership of the Board of Directors is restricted to those individuals who are trained orthopaedic or neurosurgical spine surgeons.
Each director shall be elected for a term of a minimum 1 year and maximum 3 years (i.e. full term).
Directors at Large may serve two consecutive Full terms if so elected, with the duration of the combined terms not exceeding 6 years. After completion of two consecutive terms as a Director at Large, a Director may only be re-elected to the Board after a minimum of 1 year without Board membership.
Directors who serve as an officer of the corporation, may serve on the Board for up to 11 consecutive years (See Article 4 Officers).
Each director shall hold office until the expiration of his/her term, or until his or her prior death, resignation, or removal. A director may be removed from office by a vote of the Directors at a meeting called for that purpose, provided that a quorum is present. A director may resign at any time by delivering his or her written resignation to the board of directors, the chairperson of the board of directors, or the corporation.
Section 3.04. Regular Meetings. One regular meeting of the board of directors shall be held annually, in the months of February or March. The board of directors may provide, by resolution, the time and place, either within or outside the United States, for the holding of additional regular meetings.
Section 3.05. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairperson of the board, if any, or by the president, secretary, or any director. The persons authorized to call special board of directors’ meetings may determine where they shall be held.
Section 3.06. Meetings by Electronic Means of Communication. To the extent provided in these by-laws, the board of directors, or any committee of the board, may, in addition to conducting meetings in which each director participates in person, and notwithstanding any place set forth in the notice of the meeting or these bylaws, conduct any regular or special meeting by the use of any electronic means of communication, provided (1) all participating directors may simultaneously hear each other during the meeting, or (2) all communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted.
Section 3.07. Notice of Meetings. Notice of each board of directors’ meeting, shall be delivered to each director at his or her business address or at such other address, as the director shall have designated in writing and filed with the secretary. Notice may be given personally, by e-mail, fax or mail. Notice of a special meeting shall be given at least seven days prior to the meeting, unless such notice is waived by all directors. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting in order to object to the transaction of any business because the meeting has not been lawfully called or convened.
Section 3.08. Quorum Requirement. A majority (defined as a total of at least one half plus one of the number of members of the board of directors) of the directors shall constitute a quorum for the transaction of business at any meeting of the board. If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.
Section 3.09. Manner of Acting. When a majority of the directors act at a meeting at which a quorum is present, their action will be recognized as the action of the board.
Section 3.10. Vacancies. Any vacancy occurring on the board of directors, including a vacancy created by an increase in the number of directors may be filled by the Directors. During such time as the Directors fail or are unable to fill such vacancies, then and until the Board of Directors act the vacancy may be filled (1) by the board of directors, or (2) if the directors remaining in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all directors remaining in office.
Section 3.11. Committees. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority (defined as at least half plus one of the total number of committee members) of such committee shall constitute a quorum for transaction of business. A committee may transact business without a meeting by unanimous written consent. All financial decisions made by Committees must be approved by the Board of Directors prior to being enacted. Committee decisions can be overruled by a majority vote of the Board of Directors. The Board of Directors can disband a committee with a majority vote.