Article V - Meeting of Directors
Section 5.01. Regular Meetings
A regular meeting of the Board of Directors shall be held monthly at such time and place in one of the counties of Mississippi within which the Association serves as the Board of Directors may provide by resolution. Such regular monthly meetings may be held without notice other than such resolution fixing time and place thereof. Provided that, the President or his designee may change the date, time, or place of a regular monthly meeting for good cause upon advance notice thereof to all directors.
Section 5.02. Attendance by Members at Meetings
- Regular meetings of the Board of Directors shall be open to the members of the Association unless the Board goes into executive session. Meetings of the Board of Directors shall not be open to nonmembers except upon express invitation of the Board. Executive sessions which are not open to members may be held when the Board of Directors discusses any of the following:
- transaction of business and discussion of personnel matters concerning the character, professional confidence, or physical or mental health of a person;
- strategy sessions or negotiations with respect to prospective litigation, litigation, or issuance of an appealable order when an open meeting would have a detrimental effect on the litigating position of the Association;
- transaction of business and discussion regarding the report, development, or course of action regarding security personnel, plans, or devices;
- investigative proceedings regarding allegations of misconduct or violation of law;
- cases of extraordinary emergency which would pose immediate or irrevocable harm or damage to persons and/or property;
- transaction of business and discussion regarding the prospective purchase, sale, or leasing of lands or the negotiations for or acquiring of easements or rights-of-way;
- transaction of and/or discussion of negotiations regarding the location, relocation, or expansion of Association facilities;
- discussion of terms of employment or termination of employees;
- discussion of such matters as would be recognized by the courts as legally privileged;
- any other business which the Board in its discretion deems to be of a sensitive nature.
- Members of the Association may address the Board at a regular meeting regarding any suggestions for better service, grievances, or any other matter affecting the Association, provided that the member has at least 15 days in advance of the meeting executed a written request, in a form and manner prescribed by the Association, which will include the subject matter to be addressed and provide such information as is necessary to enable the Association to investigate the matter. The President or acting president of the Board of Directors may limit the format and length of any member or nonmember’s presentation. The Board of Directors may defer any presentation by a member to the next scheduled Board meeting due to the number of members seeking to address the Board of Directors at the meeting, or due to the length of any address or addresses. A nonmember of the Association may not address the Board of Directors unless specifically invited by the Board of Directors, after executing a written request as provided above.
Section 5.03. Special Meetings
- Special meetings of the Board of Directors may be called by the President or any 3 directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place which shall be in one of the counties in Mississippi within which the Association serves, for the holding of any special meeting of the Board of Directors called by them.
- In case of any emergency or unusual circumstances rendering such action expedient, special meetings may be held, with the consent of 2/3 of the directors, at any place in Mississippi, or elsewhere.
- Special meetings may also be held via telephone conference call, without regard to the actual location of the directors at the time of such telephone conference meeting, if all the directors consent thereto.
Section 5.04. Notice
Notice of the time, place, and purpose of any special meeting of the Board of Directors shall be given by or at the direction of the Secretary, or upon a default in this duty by the Secretary, by those directors calling a special meeting, or by any director in the case of a meeting whose date, time, and place have already been fixed by Board resolution, at least 5 days previous thereto, by written notice, delivered personally or mailed to each director at their last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. The attendance of the director at any meeting shall constitute a waiver of notice of such meeting, except when a director shall attend a meeting for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened. In case of an emergency confirmed by a quorum of directors, 3 hours notice may be given by telephone and/or delivered to the directors’ last known address to convene a special meeting of the Board.
Section 5.05. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time provided that the Secretary shall notify any absent board members of the time and place of such adjourned meeting. A director who by law or these bylaws is disqualified from voting on a particular matter shall not, with respect to consideration of and action of that matter, be counted in determining the number of directors in office or present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except that a 2/3 majority shall be required to sell assets of the system.