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5 <br />C. One director shall be a County Commissioner <br />for Orange County, North Carolina. In lieu of <br />serving, the County Commissioners may appoint an <br />individual from Orange County to serve in their stead. <br />The Board shall consist of two appointed positions, to be filled <br />as follows: <br />A. One director shall be appointed by the <br />Board of Directors of Carol Woods Retirement Community <br />in Chapel Hill, North Carolina. <br />B. One director shall be appointed by the <br />President and Chief Operating Officer of the <br />University of North Carolina Hospitals in Chapel Hill,. <br />North Carolina. <br />The remaining Directors shall be designated herein as "at large" <br />and shall be nominated and instated as provided herein. Directors need <br />not be residents of the State- of North Carolina. However, the <br />Corporation shall recruit as nominees for at large Director positions, <br />in addition to the designated and appointed Directors, individuals <br />from Orange County Government, Carol Woods Retirement Community, The <br />Friends of the Senior Center, Inc. and the general Orange County <br />community. In order to carry out the work of the board, the directors <br />"at large" should represent a variety of disciplines with expertise in <br />gerontology, finance, marketing, personnel and law. <br />Section 4. Term. By casting of lots, The initial Directors shall <br />be divided into three (3) classes of three directors each, to serve in <br />the first instance for terms of one, two and three years, <br />respectively. Thereafter the successors in each class of directors <br />shall be elected to serve for terms of three (3) years and until their <br />successors shall be appointed and shall qualify. There shall be no <br />limit on the terms of designated or appointed Directors. At Large <br />Directors may serve two successive three (3) year terms. Thereafter, <br />such a Director again shall become eligible for Board membership after <br />one year from the actual termination of his or her prior membership to <br />the Board. In the event. of death, resignation, retirement, removal or <br />disqualification of a Director during his or her elected term of <br />office, his or her successor shall be elected to serve until the <br />expiration of the term of his or her predecessor. Notwithstanding the <br />stated terms of the directors, each director shall hold office until <br />his successor shall have been elected and qualified, or his death, <br />resignation, retirement, removal or disqualification. <br />Section 5. Removal. A designated Director may be removed by an <br />amendment to these Bylaws, as provided herein, deleting or changing <br />the provisions of this Article containing the designation. An <br />appointed Director, including a director appointed by the Director of <br />the Orange County Department on Aging or the Orange County Manager,. <br />may be removed with or without cause by the person or entity <br />appointing the Director. An at large Director may be removed at any <br />time for cause or for the good of the corporation by a vote of two- <br />thirds of the Directors eligible to vote.. If any such at large <br />