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8 <br />Section 9. Limited Liability. Any person serving as a Director <br />of the corporation shall be immune, individually, from civil liability <br />for monetary damages (except to the extent that the same are covered <br />by insurance) for any act or failure to act arising out of his or her <br />services as a Director unless such action or inaction falls within the <br />list of exceptions to such immunity set forth in N.C.G.S. 55A-8-60. <br />In addition, Directors may be indemnified from personal liability as <br />provided generally in N.C.G.S. 55A, Article 8, Part 5, and Directors <br />shall be indemnified from personal liability as provided in N.C.G.S. <br />55A-8-52. <br />Section 10. Presumption of Assent. A Director of the <br />corporation who is present at a meeting of the Board of Directors at <br />which action on any corporate matter is taken shall be presumed to <br />have assented to the action taken unless his or her contrary vote is <br />recorded or his or her dissent is otherwise entered in the Minutes of <br />the Meeting or unless he or she shall file a written dissent to such <br />action with the person acting as the secretary of the meeting before <br />the adjournment thereof or shall forward such dissent by registered <br />mail to the Secretary of the corporation immediately after the <br />adjournment of the meeting. Such right to dissent shall not apply to <br />a Director who voted in favor of such action. <br />ARTICLE VI <br />OFFICERS <br />Section 1. Officer-Directors. The officers of the corporation <br />shall consist of a President, a Vice-President, a Secretary, a <br />Treasurer, an Assistant Treasurer and such other Vice Presidents, <br />Assistant Secretaries, Assistant Treasurers, and other officers as the <br />Board of Directors may from time to time elect. All Officers shall be <br />members of the Board of Directors. <br />Section 2. Election and Term. The officers of the corporation <br />shall be elected by the Board of Directors at the Annual Meeting and <br />each officer shall hold office for one year or until his or her <br />successor shall have been elected and qualified. <br />A Committee on Nominations appointed by the Chairman of the Board <br />shall present a slate of Officers prior to the Annual Meeting. The <br />proposed slate shall be included with the Notice mailed prior to such <br />meeting. Nominations may be made from the floor, provided the nominee <br />has been consulted. <br />Vacancies occurring during the term of office shall be filled by <br />a vote of the Board at a Regular or Special Meeting upon nominations <br />submitted by a Committee on Nominations. Nominations may be made from <br />the floor, provided the nominee has been consulted. <br />Section 3. Removal. Any officer may be removed from his or her <br />post as officer by majority vote of the Board whenever in its judgment <br />the best interests of the corporation will be served thereby. Such <br />person may request rehearing by the Board of Directors if at least one <br />