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4.4.7 appoint managing staff if appropriate and exercise through the President such direction over administrative affairs as is necessary for the pursuit of the Organization's Objectives; 4.4.8 Publish and operate an in-house magazine, the Little Circus Wagon, through an Editor appointed by the Board, with remuneration of the Editor to be determined by the Board of Directors; 4.4.9 From time to time appoint members in good standing to positions of official responsibility such as a Superintendent of Construction or similar. Such appointees shall not be members of the Board of Directors save that they may already be serving in that capacity. Any and all actions of the Board of Directors may be reviewed by the membership at the annual regular membership meeting, but no action done or right acquired by such action shall be prejudicially affected by any amendment or rejection of the action. 4.5 STANDARD OF CARE FOR DIRECTORS A Director of the Organization shall stand in a fiduciary relation to the Organization and shall perform his/her duties as a Director, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Organization, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. 4.6 RELIANCE BY DIRECTOR ON FACTS PRESENTED TO HIM/HER In performing his/her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: a) one or more officers or employees of the Organization whom the Director reasonably believes to be reliable and competent in the matters presented; b) counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons; c) a committee of the Board upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliability to be unwarranted. |