The business and affairs of LCLCA shall be managed by its Board of Directors according to LCLCA Bylaws. The Board of Directors shall consist of six (6) officers. All officers serving on the Board will serve on a voluntary basis with no monetary remuneration from LCLCA including expenses unless approved by the LCLCA Board.

The LCLCA Board of Directors shall consist of the following officers: The President, the Immediate Past-President, the Vice-President, Secretary, Marketing and Communications Chair, and Treasurer.

Each officer on the Board of Directors shall serve until his/her successor is elected, or until his/her death, resignation, or removal. An officer may resign at any time by filing his/her resignation with the LCLCA President.

Temporary vacancies on the Board of directors may be filled for the remainder of the unexpired term by appointment of the President or the Vice-President in the vent the President is not available.

1. The Board of Directors shall meet in open session not less than twice annually. One of these meetings will be held during the affiliate association annual meeting and the other at the international association’s annual conference. The agenda of these meetings shall be set by the President in consultation with the Board of Directors. Members of the LCLCA may place items on the agenda by notifying a member of the Board of Directors. The President shall give notice of the meetings to the members of the Board at least thirty (30) days in advance. Meetings may be held in person or on-line at the discretion of the Board of Directors.

2. Special Meetings. Special meetings of the Board may be called by the President or at the request of any two members of the Board of Directors. The President shall designate the time and place for any such special meetings and shall give notice to each member of the Board of Directors at least seven (7) days in advance of the meeting. The notice for this meeting shall state the business to be conducted. At such special meeting, no business other than that stated in the notice shall be transacted.

3. Notice. Written notice of any meeting of the Board of Directors shall be delivered individually to each Director by electronic mail.

Two thirds (2/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Each member of the Board of Directors shall be entitled to one vote at any meeting of the Board of Directors. To be enacted, all motions must receive a majority vote of the Board of Directors.

Unless otherwise restricted by law or the Bylaws any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to or after such action a written consent or confirmation thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with minutes of proceedings of the Board or committee. Actions requiring expenditures of corporate funds in excess of $100.00 must have prior Board approval.

The act of the majority of the Board of Directors shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

The President, and in his/her absence, the Vice-President, and in his/her absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as chairperson of the meeting. The Secretary of the LCLCA shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Director or any other person present to act as secretary of the meeting.

A Director of the LCLCA who is present at a meeting of the Board of Directors or a committee thereof which he/she is a member at which action on any association matters taken shall be presumed to have assented to the action taken unless his/her dissent or abstention shall be entered in the minutes in the meeting or unless he/she shall file written dissent by registered mail or electronic mail, to the Secretary of the LCLCA immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of the action.