Agenda - 11-20-2012 - 5n - Laserfiche WebLink

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4 7. Distributing resources, in the regular course of business, to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code or a corresponding section of any future federal tax code. Section 2. Powers. The Corporation shall have all the powers granted non-profit corporations under the laws of the State of North Carolina. Notwithstanding anything herein to the contrary, the Corporation shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in the sub-section of the Internal Revenue Code under which the Corporation chooses to qualify for exemption, as the same exists at the time of such qualification, or as it may be amended from time to time. ARTICLE IV BOARD OF DIRECTORS Section 1. General Management. The business and affairs of the corporation shall be managed by its Board of Directors. Section 2. Number. The number of Directors constituting the Board of Directors shall be no less than 9 (nine) and no more than 18 (eighteen) , and initially shall consist of 9 (nine) . The initial directors shall be identified and instated at an organizational meeting of the incorporators identified in the Articles of Incorporation. At the organizational meeting of the initial directors or at any subsequent annual or special meeting of the directors, the Board of Directors may increase its members by increments of 3 (three) , up to the maximum of 18 (eighteen) , provided, increases in the number of Directors may not exceed 3 (three) in any twelve month period. Section 3. Qualification. The Board shall consist of two appointed positions, to be filled as follows: A. One director shall be appointed by the Board of Directors of Carol Woods Retirement Community in Chapel Hill, North Carolina. B. One director shall be appointed by the President and Chief Executive Officer of the University of North Carolina Hospitals in Chapel Hill, North Carolina. Page 2 of 10 The remaining Directors shall be designated herein as "at large" and shall be nominated and instated as provided herein. A majority of Directors must be residents of Orange County, North Carolina. Nominees for at large Director positions will be recruited from the Carol Woods Retirement Community, The Friends of the Senior Center, Inc. and the general Orange County public. In order to carry out the work of the board, the Directors "at large" should represent a variety of disciplines with expertise in gerontology, finance, marketing, personnel and law.