NRHA Handbook

tors. Once it is established that a quorum exists, any questionthat may come before the meeting shall be decided upon by asimple majority of such quorum, with the exception however,that in extraordinary circumstances, if a majority of the directorsto form the initial quorum is not achieved, then the presidingofficer may determine if there is a minimum of 36% of thetotal Board members present, and, if so, continue the meetingand any question coming before the meeting would require atwo-thirds majority to act as if the entire board were sitting.Section 7. Any Board of Director that misses more than two(2) unexcused meetings per year may be removed for cause.Section 8. By resolution of the Board of Directors, the Directorsmay be paid their expenses, if any, of attendance at eachmeeting of the Board of Directors and may be paid a fixed sumfor attendance at each meeting of the Board of Directors or astated salary as a Director. No such payment shall preclude anyDirector from serving the Association in any capacity and receivingcompensation in addition to his fee of the Director.Section 9. A Director of the Association shall stand in a fiduciaryrelation to the Association and shall perform his or her dutiesas a Director, including his or her duties as a member of anycommittee of the Board upon which he or she may serve, ingood faith, in a manner he or she reasonably believes to be inthe best interest of the Association, and with such care, includingreasonable inquiry, skill and diligence, as a person of ordinaryprudence would use under similar circumstances. In performinghis or her duties, a Director shall be entitled to rely ongood faith information, opinions, reports or statements, includingfinancial statements and other financial data, in each caseprepared by any of the following:a) One or more officers or employees of the Association whomthe Director reasonably believes to be reliable and competentin the matters presented;b) Counsel, public accountants or other persons as to matterswhich Director reasonably believes to be within a professionaland expert competence of such person;c) A Committee of the Board upon which he or she does notserve, duly designated in accordance with law, as to matterswithin its designated authority, which a Director reasonablybelieves to merit confidence.A Director shall not be considered to be acting in goodfaith if he or she has knowledge concerning the matter inquestion that would cause his reliance to be unwarranted.In discharging the duties of their respective positions, theDirector shall at all time use the skill and diligence a personof ordinary prudence would use in similar circumstances.So long as the Director uses such skill and diligence as a personof ordinary prudence would use under similar circumstances,he or she shall not be held personally responsiblefor any actions taken on behalf of the Association.18