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