BOARD OF DIRECTORS

Posted on October 28, 2020

Section 1. Composition. The Board of Directors shall consist of Twenty Five (25) members – five (5) Directors directly elected by all eligible voters of GONA, ten (10) Donor Directors elected by eligible Donor members of GONA, and ten (10) exofficio members – Immediate Past-President, President, Executive VicePresident, Secretary and Treasurer of the Executive Committee and the Chairperson, Secretary, and Treasurer of . All 25 members have full voting privileges. All officers and directors of the corporation shall serve until their successors are duly elected and qualified. (1st term for committee is 4 years, first election will be held in 2025, after that election is every 2 years).

Section 2. Term of Office. The term of office for both the Donor Directors and the directly elected non- Donor Directors shall be four years. One-half of the Donor Directors and one-half of directly elected non- Donor Directors shall retire every two (2) years and shall be replaced by election. Any non-ex-officio Director (including Donor Directors), who has been elected or nominated for two (2) consecutive terms, shall be ineligible for reelection or nomination to a third consecutive term in the same category. The term for each Donor, non-Donor Director shall commence at midnight on the concluding day of the GONA National Conference next following such member’s election. If, for any reason, no GONA National Conference is held, the term will commence on the 10th of July next following the election.

Section 3. Members, Duties and Functions.

a) Chairperson: The Board of Directors shall elect one of its non-ex-officio members as Chairperson (“BOD Chair”) for a term of two (2) years. To be eligible to be the Chairperson, the BOD member shall have two years of prior history of serving GONA in the BOD. The BOD Chair shall preside over the meetings of the Board of Directors and implement the decisions of the Board of Directors. The BOD Chair can act only with the explicit authorization of the Board of Directors, except when otherwise provided in the bylaws. The BOD Chair shall be a member of the GONA Executive Committee.

b) Board of Directors Secretary. The Board of Directors shall elect one of its nonex-officio members as Board of Directors Secretary (“BOD Secretary”) for a term of two (2) years. The BOD Secretary shall be the public relations liaison of the Board of Directors. The BOD Secretary shall call for meetings, maintain minutes of meetings, and keep the records of the Board of Directors. The BOD Secretary shall prepare quarterly progress reports of all the projects and submit them to the Board of Directors and the GONA Secretary. In the absence of the BOD Chair, the BOD Secretary shall assume the role of the BOD Chair.

c) Board of Directors Treasurer. The Board of Directors shall elect one of its nonex-officio members as Board of Directors Treasurer (“BOD Treasurer”) for a term of two (2) years. The BOD Treasurer shall be responsible for issuing notice of and collection of all dues, fees, and assessments, and shall deposit the same in such banks or other depository institutions as the Board of Directors may designate. The BOD Treasurer shall ensure that all dues received from Life Member applicants are deposited into a separate fund established for that purpose to be known as the Life Membership Fund. The BOD Treasurer shall also ensure that all funds transferred to the Board of Directors by the GONA Treasurer are deposited into a separate fund established for that purpose to be known as the Century Fund. Unless otherwise directed by the Board of Directors, the BOD Treasurer shall maintain and manage the accounts under his/her control, and shall prepare and submit to the GONA Treasurer quarterly accountings of all activity in said funds within thirty (30) days of the end of the quarter. The Board of Directors, with cause, can extend the deadline by a maximum of another 45 days. If the BOD Treasurer fails to submit the quarterly financial reports within the prescribed time, the Chairman of the Board of Directors shall call for a meeting of the BOD to remove the BOD Treasurer from that office and fill the
resultant vacancy following the procedure in Article VIII, Section 8.b. Any check, note, draft, or demand for money drawn against GONA BOD funds in excess of USD $1,000.00 shall be signed by the Treasurer and the Chairperson of BOD, unless the Board of Directors directs otherwise. This limit does not apply to transfers between and among GONA accounts.

d) Management of Corporation. The Board of Directors shall manage the business and affairs of the corporation through management of policies and oversight of
officers.

e) Authority of Board of Directors. All powers of the corporation may be exercised by or under authority of the Board of Directors except as conferred on or reserved to the General Body by law or by the Articles of Incorporation of the corporation.

f) Power to Amend. The Board of Directors shall have the right to amend the Articles of Incorporation and Bylaws of the corporation, as specified in Article XVIII.

g) Custodian of Funds: The Board of Directors shall be the custodian of the Life Membership Fund. It shall be the caretaker body at the time of dissolution of GONA.

h) Internal Audit and Monitoring of Compliance. The Board of Directors shall act as the internal auditor of GONA funds, funds, GONA Conference funds and all other monetary assets. The Board of Directors shall periodically, but not less than once a year, audit and monitor compliance of all organs of GONA with the Bylaws and policies of GONA. Every Director shall have access to any of the books and records of the corporation’s accounts and transactions during normal business hours upon 24 notice to the custodian of the particular records sought. The Chairperson of the BOD may nominate and appoint with the consent of the Board of Directors a Compliance Officer, to monitor the compliance of the officeholders with the bylaws, and an Internal Auditor to monitor the accounts and financial practices. The Compliance Officer and the Internal Auditor will report to the Board of Directors. The decision of the Board of Directors with regards to the findings of variance and corrections of the variance shall be final.

i) Appointment of Committees: The Chairperson of BOD shall nominate and appoint with the consent of the Board of Directors, the Chairperson and members of:

i. Nominations and Elections Committee established pursuant to Article XIV,

ii. Bylaws Review Committee to review and make recommendations for the organizational bylaws, and

iii. the Investment Advisory Committee. The Investment Advisory Committee shall constitute of a Chairperson and three members selected from GONA LifeMembers. The Treasurers of EC, BOD and the Chairperson of the Board of Directors shall be ex-officio members of the Investment Advisory Committee.

j) Oversight of Elections: The Board of Directors shall oversee the organizational elections described in Article XIV below. The Board of Directors shall provide the Nominations and Elections Committee with procedures on the conduct of elections.

k) Obligation to Forward Communications. Each member of the Board of Directors shall ensure that a copy of any written or electronic communication which pertains to GONA received by such member is forwarded to the BOD Chair and the BOD Secretary immediately upon receipt.

Section 5. Meetings.

a) Regular Meetings.

i) Frequency. Regular meetings of the Board of Directors shall be held at least three times a year in person by teleconference or any other media, and in
any year in which a GONA National Conference is held, one of the meetings shall be held at the time of the GONA National Conference.

ii) Where Held. Board of Directors meetings may be held anywhere in North America.

iii) Teleconference. Board of Directors meetings may be conducted in person or by teleconference provided that all of the participants can hear each other at the same time.

iv) Call and Notice. Regular meetings shall be called by the BOD Chair. For all in-person meetings, the BOD Secretary shall send notice to all members of
the Board of Directors no later than twenty- one (21) days before the date of the meeting. The BOD Secretary shall notify all of the members of the Board
of Directors of such meeting by electronic mail addressed to such member at the electronic mail address on file with the Secretary for such member or by whatsapp group. It shall be the duty of each member to keep a current regular and electronic mail address on file with the Secretary. Notice of the meeting shall be deemed given upon such personal delivery, mailing, or sending the electronic mail transmission. Participation in or attendance at any meeting shall be deemed to be a waiver of notice of the meeting.

v) Agenda. The BOD Secretary, in consultation with the BOD Chair where practicable, shall prepare the agenda. New business may be added to the agenda at any regular meeting in accordance with Roberts Rules of Order.

vi) Minutes. The BOD Secretary shall send the minutes of the meeting to all Board of Directors members within two weeks of the conclusion of the meeting. The Secretary shall post the minutes of the meetings of the Board of Directors, except those which are conducted in executive session, on the GONA web site.

b) Special Meetings.

i) Call and Notice. The BOD Chair may call or, upon the written request of at least 50% of the Board of Directors members, the BOD Secretary shall call a special meeting. The Board of Directors Chair or members requesting such special meeting shall specify, in writing, along with the call or request for such
meeting, the purpose for which such special meeting is to be called. Such special meeting shall be held no later than four (4) days after either (a) the date upon which the BOD Chair calls for such special meeting or (b) the date by which the BOD Secretary has received all of the required written requests from at least 50% of the Board of Directors members requesting such special meeting. The BOD Secretary shall notify all of the members of the Board of Directors of such special meeting not less than twenty-four (24) hours before the date and time set for the special meeting by EMAIL or whatsapp ,It shall be the duty of the member to keep a current email address on file with the BOD Secretary. Notice of the special meeting will be deemed to have been given upon personal delivery or upon the sending the electronic mail transmission. Participation in or attendance at any meeting shall be deemed to be a waiver of notice of the meeting.

ii) Where Held. The Board of Directors may hold a special meeting anywhere in North America.

iii) Teleconference. The Board of Directors may hold a special meeting in person or by teleconference provided that all of the participants can hear each other at the same time.

iv) Agenda. The BOD Secretary shall prepare the agenda. The business items on the agenda shall consist of the purposes identified by the BOD Chair in the
call for the special meeting or by the Board of Directors members in their call for such special meeting. No new business may be added to the agenda of a special meeting without the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors present and voting at the special meeting.

v) Minutes. The BOD Secretary shall send the minutes of the special meeting to all Board of Directors members within two (2) days of the conclusion of the meeting. The BOD Secretary shall post the minutes of the meetings of the Board of Directors, except those which are conducted in executive session, on the GONA web site.

c) Quorum. The quorum shall consist of two thirds of the Board of Directors. If a quorum is not present for two successive meetings called with proper notice, the quorum will be a majority of members for the next meeting called with proper notice.

d) Electronic Mail. For the purposes of this Article, wherever any notice, request or other communication is required to be “in writing” or “written”, the use of electronic mail shall be deemed to satisfy such requirement.

Section 6. Objectives. The Board of Directors shall work to promote the objectives of GONA. The Board of Directors shall be responsible for long-range planning, development and management of policies, fiscal stability, appointment and removal of officers, and compliance with bylaws of GONA. It shall not interfere with the regular operations of GONA which shall remain as provided for in the Articles of Incorporation and Bylaws. The Board of Directors shall investigate complaints of non-compliance with bylaws and fiscal or election procedures. In case of crisis or dispute, or at the request of the Executive Committee, it shall, as a mediator, resolve the crisis or dispute and its decision shall be final and binding. Section 7. Removal of Officers, Agents or Directors.

a) Business Judgment Rule. If the Board of Directors in its judgment finds that the best interests of the corporation will be served, it may remove any officer, officeholder, agent or director of the corporation. If, in the opinion of a majority of the Board of Directors, there is probable cause to believe that a basis for removal from office of any officer, officeholder, agent or director of GONA may exist, the Board of Directors shall place a resolution for removal on the agenda for hearing at a meeting specially called for such purpose and shall provide the affected officer, agent or director with written or electronic notice of the hearing so that such officer, officeholder, agent or director may have an opportunity to be heard in opposition to the resolution. If no quorum is present, the hearing on the resolution shall be continued to the next regular meeting of the Board of Directors or a special meeting called for such purpose at which a quorum is present and voting. The BOD Secretary shall notify the affected member of the date, time and place of the continued hearing
as soon as practicable. Notice by electronic mail shall be deemed sufficient notice. After the hearing at which a quorum is present, the Board of Directors shall decide by a three-fourths majority of affirmative vote of all the members (including those not in attendance at the meeting, whose vote may be obtained in writing or by e-mail within 72 hours of the meeting) of the Board of Directors whether to remove the officer, agent or director. The BOD Chairperson or BOD Secretary shall notify the affected member of the action of the Board of Directors. The decision of the Board of Directors shall be final and binding.

b) Failure to Fulfill the Responsibilities: The failure an officer, officeholder, agent or director of the corporation to meet their responsibilities defined in these bylaws in the prescribed time period shall be considered a probable cause for removal from office. Any complaints of such failure shall be reported to the Chairman of the Board of Directors, who shall call for a meeting of the Board of Directors to hear the complaint. The Board of Directors may, at its discretion, refer the matter to the Compliance Officer for further investigation. If the Board of Directors determines that there is probable cause for removal, the procedures in paragraph a. of this section shall be followed.

c) Conviction for Crime Involving Moral Turpitude. Notwithstanding the provisions of sub-paragraph (a), if any officer, officeholder, director or agent of GONA is convicted of a crime involving moral turpitude, such officer, officeholder, agent or director shall be subject to removal upon such conviction. If such conviction is overturned on appeal, the officer, agent or director may apply to the Board of Directors for reinstatement. The determination as to whether such officer, officeholder, director or agent of GONA is to be reinstated shall be in the sole discretion of the Board of Directors.

Section 8. Vacancies. The Board of Directors shall fill the vacancies occurring in the Board of Directors, Executive Committee and Foundation.

a) President. If the position of President becomes vacant, the Board of Directors, by a majority vote at any regular or special meeting of the Board called for that purpose at which a quorum is present, shall fill such vacancy within thirty (30) days from among the eligible Life Members in good standing as defined in Article XIV, section 1.e. and Article XIV, Section 8. Until the vacancy is filled as provided in this sub-paragraph, the Executive Vice President shall carry out the duties and responsibilities of the President and shall be referred to as Acting President.

b) All Other Positions. If a vacancy occurs in any position on the Board of Directors, Executive Committee, or other than President, then the Board of Directors, by a majority vote at any regular or special meeting of the Board called for that purpose at which a quorum is present, shall fill such vacancy within sixty (60) days with an eligible Life Member in good standing as defined in Article XIV, section 1.e. The Executive Committee shall propose the nominees for filling the vacancies in the Executive Committee. The Foundation shall propose the nominees for filling the vacancies in the Foundation. If the vacant position is that of a Foundation Donor Trustee, then the Board of Directors shall first seek to fill that position with a suitable Foundation Donor. If no suitable Foundation Donor can be found, then the Board of Directors may fill the vacancy with any eligible Life Member subject to Article XIV, Section 8. If the vacant position is that of a GONA Donor Director, then the Board of Directors shall first seek to fill that position with a suitable GONA Donor. If no suitable GONA Donor can be found, then the Board of Directors may fill the vacancy with any eligible Life Member subject to Article XIV, Section 8.

c) For the purposes of this section, “vacancy” shall mean 1) the inability by the officeholder to fulfill the duties and functions of the office by reason of the officeholder’s resignation, removal, ongoing unexplained absence, death, or disability continuing beyond sixty (60) days or 2) that the position could not be filled during the organizational elections specified in Article XIV. If any dispute arises concerning whether a vacancy exists in any office, the dispute shall be resolved by the Board of Directors. The decision of the Board of Directors shall be final.

Section 9. Resignations: Resignation by a member of the Board of Directors, Executive Committee, or Foundation is to be submitted to the Chairperson of Board
of Directors. If the resignation is submitted to other members of these bodies, such members shall promptly forward it to the Chairperson of the Board of Directors. The Chairperson of the Board of Directors shall accept the resignation within seven (7) days of receipt and inform the Board of Directors promptly of such acceptance and the resulting vacancy.