2022 Atlanta Board of Trustees Meeting

member of the Board for the duration of the Officer term.

Section 4.04 Vacancies. Any vacancy occurring in the Board may be filled by appointment of the Board or such vacancy may remain until the election of Board members as provided in Article 8, below, as determined at the discretion of the Board. In the event the Board proceeds to fill the vacancy and the unexpired term being filled is for a period of fewer than twelve (12) months, the service of the appointed Board member shall not be considered a "term" for purposes of the three consecutive term limitation provided in Section 4.04, above. Section 4.05 Resignation and Removal. Any Trustee may resign at any time by mailing or delivering written notice of such resignation to the President and the Executive Director. Any such resignation shall take effect at the time specified therein or if no time be specified, then at the time of receipt thereof. In addition, a Trustee may be removed from office as set forth in the Colorado Revised Nonprofit Corporation Act.

Section 4.06 Ex-Officio Trustee. The position of Ex-Officio trustee shall be governed by the following:

(a) Basic Function. The Ex-Officio trustee shall have the responsibility to provide a historical perspective in guidance to the Board of Trustees. The Ex-Officio trustee shall assist the Board as a non-voting member in an advisory capacity. Selection of an Ex-Officio trustee shall be at the discretion of the Board. (b) Election; Removal. The Ex-Officio trustee shall be selected by the Board at an annual meeting of the Association to serve for the following year. The Ex-Officio trustee must be a previous member of the Board. The Board may remove an Ex- officio trustee at any time, with or without cause.

(c)

Term. The term of the Ex-Officio trustee shall be for a maximum of two consecutive one-year terms.

Section 4.07 Special Trustee and Officer Term Transition. Notwithstanding anything in these Bylaws to the contrary, due to the transition in the membership meeting schedule in 2023, when the Association will transition from two regularly scheduled membership meetings to one spring meeting, on a special one-time basis: (a) the terms of Trustees and Officers in office whose terms otherwise would expire in fall of 2023 will be extended for an approximate six-month period to expire at or in connection with the annual membership meeting in spring of 2024, and (b) the terms of Trustees in office whose terms otherwise would expire in fall of 2024 will be extended for an approximate six-month period to expire at or in connection with the annual membership meeting in spring of 2025.

Article 5 Meetings of Trustees

Section 5.01 Regular Meetings. The Board of Trustees from time to time may hold regular meetings and fix the time and place of such meetings.

Section 5.02 Special Meetings. Special meetings of the Board of Trustees may be called by the President or the President-Elect on twenty- four (24) hours’ notice to each Trustee specifying the time and place of the meeting, and shall be called by such officers in like manner and on like notice on the written request of six (6) or more Trustees submitted to the Executive Director, President and President-Elect.