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.
Number, Tenure, and Qualifications. The number of directors of the corporation shall be a minimum of six (6). Each Director shall hold office until the next annual members’ meeting and until his or her successor shall have been elected by the members or until his or her prior death, resignation, or removal. A Director may be removed from office by a vote of the members taken at any members’ meeting called for that purpose, provided that a quorum is present. For purposes of removal, a quorum shall consist of at least one half of the corporation’s members. A director may resign at any time by delivering his or her written resignation that complies with the provisions of Chapter 180 of the Wisconsin Statutes to the Board of Directors, the chairperson of the Board of Directors, or the corporation. Directors must be members of the corporation, but need not be residents of the state of Wisconsin.
The Board of Directors, by a 3/4 vote of the total membership thereof, shall have the power to veto any resolution passed by the membership, provided any such action shall be taken not less than 30 days after passage of any resolution by the membership.