Directors
Section 1. Powers
The business and property of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation which are not expressly reserved to the members by law, the Articles of Organization or these By-Laws.

Section 2. Election
On October 25, 1995, the members for 1995-96 shall elect two Class A directors and two Class B directors. At each subsequent annual meeting, or any special meeting in lieu of annual meeting, the members shall elect two Class A directors.

On October 25, 1995, or as soon thereafter as is practicable, the trustees then in office shall elect three Class A directors and three Class B directors. At each subsequent annual meeting, or special meeting in lieu of annual meeting, the trustees shall elect two Class A directors.

Of the directors elected by the trustees, one shall represent the specific interests of the adaptive rowers, and one shall represent the specific interests of the youth rowers. Those responsibilities shall be in addition to, and not in place of, the duties and obligations otherwise assumed by directors hereunder.

After each annual meeting or special meeting in lieu of annual meeting, the directors then in office may elect up to two additional Class A directors.

The term of a Class B director shall expire at the next annual meeting or at the next special meeting in lieu of annual meeting following such director's election to the board. The term of a Class A director shall expire at the second annual meeting (or special meeting in lieu of annual meeting) following such director’s election to the Board. The designation of a director as a Class A director or as a Class B director shall refer only to the length of such director's term of office.

Any vacancy in the board due to the resignation, removal, or death of a director may be filled by a vote of the directors at any meeting of the directors. The person filling such vacancy shall serve for the balance of the term of the director whose office is being filled.

Any vacancy in the board caused by the failure of the trustees to elect a Class A director at the annual meeting or special meeting in lieu of annual meeting may be filled by a vote of the directors at any meeting of the directors (provided, however, that any such meeting of the directors must take place prior to the next annual meeting or special meeting in lieu of annual meeting.) The person filling such vacancy shall be a Class A director.

Section 3. Resignation and Removal
Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any director may be removed from office by the affirmative vote of a majority of the members present at any special meeting of the members called for the purpose at which a quorum exists.

Section 4. Meetings
Regular meetings of the directors may be held without call or notice at such places and times as the directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice thereof. A regular meeting of the directors shall be held at the same place as the annual meeting of the members or the special meeting held in lieu thereof, following such meeting of the members. Special meetings of the directors may be held at any time and place designated in a call by the President, the Treasurer or two directors.

Section 5. Notice of Special Meetings
Notice of all special meetings of the directors shall be given to each director by the Clerk or, in his absence or unwillingness to serve, by the officer or the directors calling the meeting. Such notice shall be given to each director in person or by telephone or telegram sent to his business or home address at least twenty-four hours in advance of the meeting, or by mail or e-mail addressed to his business or home address and postmarked at least seventy-two hours in advance of the meeting. Except as required by law and these By-Laws as a condition to the removal of a director, notice of a special meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a director or an officer.

Section 6. Quorum
At any meeting of the directors, three directors shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.

Section 7. Action at Meetings
At any meeting of the directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-Laws.

Section 8. Action By Consent
Any action by the directors may be taken without a meeting if a written consent thereto is signed by all the directors and filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.

Section 9. Non-Voting Directors
The directors may create classes of non-voting directorship and membership such as honorary directors, honorary members, associate directors, regional directors, friends, alumni and the like, and may elect persons to those classes for such terms and on such conditions as the directors determine and may assign to such persons such responsibilities, duties and privileges as the directors determine. Persons elected to such classes of membership shall not be directors or members for the purposes of these By-Laws and shall have no votes at any meetings of the directors or members.

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