Page 17 - 2019 TCC Yearbook

the Board of Directors or candidates for election. One will be designated chairman. Such

judges shall have complete supervision of the election, including the tabulation of the
ballots. They shall report the results of the election to the chamber at the annual meeting.

Section 3: Seating of New Directors
All newly elected Board members shall replace retiring Board members at the next

regular Board meeting and shall be participating members, thereafter.

Section 4: Vacancies
A member of the Board of Directors who shall be absent from three (3) consecutive
regular meetings of the Board of Directors shall automatically be dropped from
membership on the Board unless confined by illness or other absence approved by a

majority vote of those voting at any meeting thereof.
Vacancies on the Board of Directors, or among the officers, shall be filled by the
Board of Directors by a majority vote.

Section 5: Policy

The Board of Directors is responsible for establishing procedure and formulating
policy of the organization. It is also responsible for adopting all policies of the
organization. These policies shall be maintained in a policy manual, to be reviewed
annually and revised as necessary.

Section 6: Management

The Board of Directors shall elect a Secretary and shall fix the salary and other
considerations of employment.

Section 7: Indemnification

The Chamber may, by resolution of the Board of Directors, provide for
indemnification by the chamber of any and all current or former officers, directors and
employees against expenses actually and necessarily incurred by then in connection with
the defense of any action, suit, or proceeding in which they or any of them are made
parties, or a party by reason to matters as to which such individuals shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in the

performance of duty and to such matters as shall be settled by agreement predicated on
the existence of such liability for negligence or misconduct.

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