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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 /> <br />