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DRAFT PFAPC By-Laws <br />Article VI. BOARD OF DIRECTORS ("BOARD") <br />Section 6.01 Composition <br />The Board shall be composed of twelve (12) Directors. The number of Directors may be increased ar <br />decreased from time to time by amendment to these By-Laws by resolution of the Board except that <br />there may be no more than eighteen (18) and no fewer than seven (7) Directors. Regardless of the <br />number of Directors a majority of appointed Directors must be residents of Orange County. Initially, <br />the Alamance, Chatham, and Durham County Boards of County Comrissioners shall each appoint <br />two (2) members with experience in the areas of farm productioi3 food processing, food distribution <br />and food safety, business practices and/or other areas that the County Commissioners shall deem <br />appropriate. The Orange County Board of County Commissioners shall appoint six (6) members to <br />the Board. If, sixty (60) days after submission of the request to appoint members, Alamance, <br />Chatham or Durham County fail to make their appointments to the. Board the Orange County Board <br />of County Commissioners shall make said appointments on their belialf.`_ Appointments are subject to <br />the following limitations: <br />(a) One (1) seat shall be reserved and designated for a member from Alamance County; <br />(b) One (1) seat shall be reserved and designated for a member from Chatham County; <br />(c) One (1) seat shall be reserved and designated, for a member from Durham County; <br />(d) Four (4) seats shall be reserved and designated for members from Orange County; <br />(e) All other members shall be appointed at large. <br />Secfinn 6.02 Terms <br />The Alamance, Chatham and Durham Boards of County Commissioners shall initially appoint two <br />Board members to staggered. terms of one and two years; The Orange County Board of <br />Commissioners shall appoint Board members as follows: One for one (1) year, one for two (2) years <br />and four for three (3) years with the intent that approximately one-third of the Directors' terms shall <br />expire each year. Directors shall take office immediately following their appointment. At the time of <br />initial appointment, each Board of County Commissioners shall designate which appointee is to hold <br />a county reserved seat on the Board. Upon expiration of the initial terms the Board members shall <br />appoint and/or reappoint members to the Board for three (3) year terms. Board members are limited to <br />a maximum of two consecutive full terms and may continue to serve until a new Board member is <br />appointed. <br />Section 6.03 Vacancies and Ineligibility <br />After initial appointments are concluded, vacancies occurring on the Board shall be filled by a <br />majority vote of the Board. Vacancies in designated county positions shall be filled with an <br />individual from the county of which the vacancy occurred. A slate of candidates for the vacancy shall <br />be presented to the Board by the Board Development Committee. <br />Section 6.04 Removal <br />(a) For Cause. The Board may declare vacant the office of any Director and remove said Director (i) <br />who has been declared to be of unsound mind by final court order (ii) has been convicted of a <br />8 <br />Draft 12/2 6 <br />