Agenda - 02-15-2011 - 7c - Laserfiche WebLink

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8 January 27, 2011 draft 7.2. Number, Tenure and Qualifications. The Board of Directors shall consist of one Director appointed by each Member as described below. In addition, each Member shall appoint one alternate who shall have full voting authority in the absence of the appointing Member's regular Director. Each Director shall serve for athree-year term until said Director's resignation, retirement, removal, disqualification or until said Director's successor is appointed and qualified. 7.3. Ex Officio Directors. The Soil and Water Districts located in whole or in part in the Falls Lake Watershed jointly shall designate an individual to serve as an ex officio director and another individual to serve as an alternate ex officio director. In addition, the Board of Directors may, by majority vote, create other ex officio director and ex officio alternate director seats. Ex officio directors may participate in all discussions held in open meetings.: but shall not have a vote on any matter. Ex officio directors shall not participate in closed sessions. 7.4 Annual Meeting. Annual meetings of the Board of Directors shalt be held in the month of January each year, beginning in 2012, or at any reasonable time thereafter at the discretion of the Board of Directors, at a time and place to be determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. The secretary shall give notice of each ratified resolution to any Director who was not present at the time it was adopted. No further notice of an annual meeting need be given. 7.5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places, within or without the State of North Carolina; as the Board 'of Directors may, by resolution, determine. The Secretary shall give notice of each ratified resolution to any Director who was not present at the time it was adopted. No further notice of a regular meeting need be given. All resolutions adopting regular meeting schedules shall filed with the Secretary at least seven days before the first meeting held pursuant to the revised schedule pursuant to N.C. Gen. Stat. §143-318.12(a)(4). The schedule of regular meetings shall also be posted to the Association's website, if any, in accordance with N.C. Gen. Stat. ~ 143-318.12(d). 7.6.-Special and Emergency Meetings: Special and emergency meetings may be called in accordance with Article 33C, Chapter 143 of the North Carolina General Statutes. 7.7. Notice of Meetings. Except as set out in Section 7.5 above, no notice need be given of regular meetings of the. Board of Directors. Notice of special and emergency meetings of the Board of Directors shall be given in accordance with Article 33C, Chapter 143 of the North Carolina General Statutes. 7.8. Quorum; Voting. A majority of the' number of Directors presently comprising the Board of Directors shall constitute a quorum for the transaction of business at a meeting of such Board. If quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors unless these bylaws specifically require a supermajority vote. A Director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless that Director votes against the action taken or is excused from voting by the Board. The Board may excuse a Director from voting, but only upon questions involving the Director's own financial interest or official conduct or on matters on {A0076878. DOC}{A0076878. DOC}{5