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5 <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 or her successor shall have been elected and qualified, or his or <br /> her death, 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 at <br /> large Director may be removed at any time for cause or for the good of <br /> the corporation by a vote of two-thirds of the Directors eligible to <br /> vote. If any such at large directors are so removed, new at large <br /> directors may be elected at the same meeting. <br /> Section 5. Vacancies. Any vacancy occurring in designated or <br /> appointed Director positions shall be filled as provided in Section 3 <br /> of this Article. Any vacancy occurring among the at large Director <br /> positions may be filled by the affirmative vote of a majority of the <br /> remaining Directors of the corporation (even though less than a <br /> quorum) or by the sole remaining Director. <br /> A Committee on Nominations appointed by the Chair of the Board <br /> shall present a slate of at large Directors prior to the Annual <br /> Meeting. The proposed slate shall be included with the Notice mailed <br /> prior to such meeting. Nominations may be made from the floor, <br /> provided the nominee has been consulted. <br /> Page 3 of 10 <br /> A Director elected to fill a vacancy shall be elected for the <br /> unexpired term of his or her predecessor in office. Any Directorship <br /> to be filled by reason of an expired term or an increase in the <br /> authorized number of Directors shall be filled only by election at an <br /> annual meeting or at a special meeting of the members called for that <br /> purpose. <br /> Section 6. Chair of the Board. The President of the <br /> corporation shall be the Chair of the Board of Directors. The Chair <br /> shall preside at all meetings of the Board of Directors and perform <br /> such other duties as may be directed by the Board. <br /> Section 7. Committees of the Board. The Board of Directors, by <br /> resolution adopted by a majority of the number of Directors fixed by <br /> these Bylaws, may designate the officers of the Corporation as an <br /> Executive Committee and may designate standing committees, each of <br /> which shall have and may exercise the authority of the Board of <br />