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ARTICLE III <br />Management of the Corporation <br />3.01. The affairs of the Corporation shall be managed by the Board of Directors <br />Number, Qualifications and Tenure of Directors <br />3.02. The Board of Directors shall consist of seven members appointed by the City Council of <br />the City of La Porte, Texas, for staggered two year terms of office. Not less than three (3) <br />directors shall be persons who are not employees, officers or members of the governing body <br />of the City of La Porte, Texas. Each director must reside within the City of La Porte, Texas. <br />The Board of Directors shall appoint a President and Vice -President by October 1 of each year. <br />The President shall be the presiding officer for meetings and the Vice -President shall act in the <br />President's absence. <br />Vacancies <br />3.03. A vacancy occurring upon the Board of Directors shall be filled for the unexpired term by <br />appointment by the City Council of the City of La Porte, Texas. <br />Annual Meeting <br />3.04. The annual meeting of the Board of Directors shall be held during the month of March of <br />each year. The Board of Directors shall designate the time and location of the annual meeting. <br />Regular Meetings <br />3.05. The Board of Directors may provide for regular meetings by resolution stating the time <br />and place of such meetings. The meeting shall be held within the City of La Porte, Texas, at a <br />location designated by the Board of Directors. <br />Special Meetings <br />3.06. Special meetings of the Board of Directors may be held at the request of the President <br />or any three Directors. A person or persons calling the meeting shall fix the time and location of <br />the meeting. <br />The person or persons calling a special meeting shall notify the secretary of the Corporation of <br />the information required to be included in the notice of the meeting. In addition to the posting of <br />a meeting notice in accordance with these bylaws, a copy of each such meeting notice shall be <br />delivered to each director not less than seventy-two hours before the time of the meeting. A <br />meeting notice shall be deemed delivered to any director when deposited in the United States <br />mail addressed to the director at his or her address as it appears on the records of the <br />Corporation. Such additional notice may be waived in writing by a director at any time either <br />before or after the time of the meeting and such additional notice shall be deemed waived by <br />2 <br />