Orange County NC Website
affairs of the corporation shall be managed and all corporate powers shall be exercised under the <br />ultimate direction of the Board of Directors. <br />Section 6.01. Number of Directors. The authorized number of directors of the corporation shall not be <br />less than ten (10) nor more than twenty (20) until changed by amendment of the ArtiGes of Incorporation <br />or by a bylaw amending this Section 6.02. The exact number of directors shall be fixed from time to <br />time, within the limits specified in this Section 6.02, by the Board of Directors. <br />Section 6.02. Number of Directors. The authorized number of directors of the corporation shall not be <br />less than twelve (12) nor more than twenty-four (24) until changed by amendment of the ArtiGes of <br />Incorporation or by a bylaw amending this Section 6.02. The exact number of directors shall be fixed <br />from time to time, within the limits specified in this Section 6.02, by the Board of Directors. The <br />composition of the Board of Directors shall, insofar as is practical, meet the definition of a Community <br />Housing Development Organization as defined by the United States Department of Housing and Urban <br />Development. <br />Section 6.03. Selection of Directors. Except for the initial directors as described in Section 6.05 below, <br />the authorized number of directors is 12. Directors shall be selected in the following manner: <br />(a) The elected Boards of the Town of Carrboro, the Town of Chapel Hill, the Town of Hillsborough, <br />and Orange County shall each appoint one member. <br />(b) The remaining members shall be appointed by a majority vote of the existing Board at a meeting <br />called or designated for that purpose. These appointments shall be made at the Annual Meeting, <br />and new members shall be seated at the meeting following the Annual Meeting. These <br />appointments must assure that the provisions of Section 6.02 above are met with .respect to <br />membership. <br />Section 6.04. Qualifications of Directors. Each Director shall be a natural person at least 18 years of <br />age. It is the intent of the corporation that the composition of the Board of Directors shall represent a <br />diversity of technical skills to enable the Board of Directors to make informed, well-balanced decisions on <br />the economic viability and social impact of its activities. These individuals might represent the financial <br />institutions, realtors, builders, or other organizations active in service or advocacy for the Corporation's <br />target populations. It is the intent of the Corporation that there shall be a socio-economic, racial, gender <br />and geographic diversity among the Board of Directors. <br />Section 6.05. Election and Term of Office. The thirteen (13) initial members of the Board of Directors <br />named in the ArtiGes of Incorporation shall serve until their successors have been selected and seated at <br />the Corporation's first annual meeting in September, 1990. At this annual meeting, the Directors shall be <br />classified into three groups for the purpose of providing, as nearly as numerically possible, for the <br />election of one-third of the Board of Directors in each subsequent year. <br />Except as provided above for the terms of the initial directors and the terms of the first two <br />classes of directors, the term of office of each director of the corporation shall be three (3) years and until <br />his or her successor has been selected and seated. <br />A director may serve two (2) consecutive terms and then may be reappointed after an absence <br />of one year. <br />Section 6.06. Vacancies and Removal. A vacancy in the Board of Directors shall be deemed to exist on <br />the occurrence of any of the following: (i) the death, resignation, or removal of any director; (ii) the <br />deGaration by the Board of Directors of a vacancy in the office of a Director who has missed three (3) <br />2 <br />