Section 1.

The Board of Directors shall consist of twelve members, elected for a three-year term with the right of re-election and such Past Presidents who are serving their appointed terms.

Subsection 1a.

The object shall be to stagger the terms of the elected members at the Board of Directors so that each year four will go out and four will come in for the next three years.

Section 2.

Nominations, election and installation of the Board of Directors shall be conducted at the same time and in the same manner as the Officers of the Club.

Section 3.

The number of Board of Directors may be increased or decreased by multiples of three at any time upon resolution of the Board of Directors, approved by the Assembly. The term shall expire respectively one, two, and three years hence, so as to have the same number of members of the Board going out and coming in each year. The retiring President will automatically go on the Board of Directors on the basis of a three-year term for each year he has served as President. In the event any retired President is unable to complete his term of office on the Board of Directors, no successor shall be appointed for the balance of his term.

Section 4.

In the event that any Board Member, except Past Presidents serving their appointed time, shall absent himself, without prior approval, from any three, consecutive, combination of Board of Directors, Induction, and Assembly meetings, the Chairman of the Board shall demand from such member an explanation for his absence. If no satisfactory explanation is given, the Chairman, with the approval of the Board, may remove such member from office and the Board shall appoint a successor to fill the unexpired term.

Section 5.

The President shall be a member of the Board of Directors, and shall have the power to vote as a Director in case of a tie.

Section 6.

A Chairman of the Board of Directors and a Secretary of the Board of Directors shall be elected each year at the first meeting of the Board following the installation of Officers and Board Members for that year.

Section 7.

In the absence of the Chairman of the Board, the members present, if a quorum exists, will elect a Chairman pro tem and proceed with the meeting. In the absence of the Secretary of the Board, the Chairman will designate someone to act in that capacity for the meeting.

Section 8.

The Board of Directors shall meet regularly once a month, on the first Tuesday of each month. However, the Chairman of the Board of Directors may call a meeting of the Board of Directors at any time he may deem necessary.

Section 9.

A quorum, necessary for the transaction of business, may be comprised of either elected or appointed Board members or any combination of elected or appointed Board members but shall be based on the number of elected Directors only. A quorum shall consist of two-thirds of the number of elected Board seats.

Section 10.

The Board of Directors shall have the power to appoint a Manager responsible for the daily operations at the Club. They may or may not provide for payment of a salary to the Manager as they deem fit. The Manager shall supervise and direct the work of all employees, except the Secretary of Correspondence and Secretary of Finance. The Manager shall have authority to enter into contracts of tenants, control the manner of operation of the Club, and shall represent the Club in all such business transactions. He shall be responsible directly to the Board of Directors.

Subsection 10a.

The House Committee, in the absence of the Manager, shall order all necessary supplies needed for the operation of the Club. Unusual transactions must first be referred to the Board of Directors for recommendation and approval.

Section 11.

The Board of Directors shall appoint the following committees:

Subsection 11a.

House Committee 1) Composed of at least five members, two of which should be Board members or Officers.

Subsection 11b.

Social Committee 1) (Blank) Subsection

11c. Finance Committee

1)Composed of at least three members, one of which shall be an Officer or Board Member. 2)The Finance Committee shall report the financial condition of the Club monthly. a)This shall include a comprehensive report showing profit and loss on the various categories of events that are held during the month, such as Birthday Dinners, Family Dinners and other events. 3)The Finance Committee shall, at least semi-annually, review all investments of the Club and make recommendations to the Board concerning those investments.

Subsection 11d.

Election Committee Page | ​18 Bylaws of the Colombo Club 1)(Blank)

Subsection 11e.

Bar Committee 1)The Committee shall also make available to the Board a report on the bar activities for the month.

Subsection 11f.

Bylaws Committee 1)The Committee shall meet to review bylaws not less than once annually.

Subsection 11g.

Scholarship Committee 1)(Blank)

Subsection 11h. 1)

Said committees shall advise and assist the Manager, President, and Board of Directors in the operation of Club business.

Section 12.

The Board of Directors shall control the amount of dues and admission charges, either by increasing them, decreasing them, or eliminating them by resolution of the Board of Directors. Section 13. The Board of Directors shall itself sit as an investigating committee if it so desires.

Section 14.

The Board of Directors shall also sit as a hearing board for all complaints directed against any member. Section 15. The Board of Directors shall make recommendations and advise the President and the Manager.

Section 16.

The Board of Directors shall have the authority and the responsibility to set policy, and to determine the manner in which the Club shall operate.

Section 17.

Any single indebtedness in excess of $50,000, the proposed sale, lease, conveyance, exchange, transfer, or disposal of Colombo Club assets in excess of $50,000 shall first be submitted to the Board of Directors for evaluation and recommendation. The proposal, together with the recommendation of the Board shall then be presented to the membership at a special meeting of the Assembly. A two-thirds vote of the members present at the special Assembly meeting shall be required to pass any such motion.

Section 18.

To act on all matters they deem necessary for the best interest of the Club.

Section 19.

The Board of Directors shall, unless otherwise provided herein, appoint, with the approval of the Assembly, a successor for the unexpired term of any member of the Board who may die, resign or be otherwise unable to continue as a member of the Board.

Section 20.

A summary of the minutes of the Board of Directors meetings shall be read to the Assembly at its next regular meeting for the purpose of informing the Assembly of actions taken by the Board and to allow the Assembly to vote on any items that may require Assembly approval.

Section 21.

The Board of Directors may call for an audit of the financial condition of the Club at any time that in its judgment, it deems necessary.

Section 22.

No proxy vote is permitted by the Board. The Board member himself must be present to cast his vote.

Section 23.

Section 24.

All Board Members shall attend the Past President’s and Anniversary Dinners unless excused by the Board Chairman.

Annually, the Board and Officers shall review all Club activities and insure they are properly supervised.