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7 <br />Section 8.Manner of Acting. Except as otherwise provided in <br />these Bylaws, the act of the majority of the Directors present at a <br />meeting at which a quorum is present shall be the act of the Board of <br />Directors. <br />Section 9.Action Without Meeting. In circumstances where a lack <br />of action would cause prejudice or hardship to the Corporation and <br />circumstances dictate that action be taken before a meeting of the <br />Board can be called, an action to be taken at a Board of Directors’ <br />meeting may be taken without a meeting if the action is taken by all <br />members of the Board. The action shall be evidenced by one or more <br />written consents signed by each Director before or after such action, <br />describing the action taken, and included in the minutes or filed with <br />the corporate records reflecting the action taken. The action taken <br />under this section is effective when the last Director signs the <br />consent, unless the consent specifies a different effectivedate. A <br />consent signed under this section has the effect of a meeting vote and <br />may be described as such in any document. <br />Section 10.Limited Liability. Any person serving as a Director <br />of the corporation shall be immune, individually, from civil liability <br />for monetary damages (except to the extent that the same are covered <br />by insurance) for any act or failure to act arising out of his or her <br />services as a Director unless such action or inaction falls within the <br />list of exceptions to such immunity set forth in N.C.G.S. 55A-8-60. <br />In addition, Directors may be indemnified from personal liability as <br />provided generally in N.C.G.S. 55A, Article 8, Part 5, and Directors <br />shall be indemnified from personal liability as provided in N.C.G.S. <br />55A-8-52. <br />Section11.Presumption of Assent. A Director of the <br />corporation who is present at a meeting of the Board of Directors at <br />which action on any corporate matter is taken shall be presumed to <br />have assented to the action taken unless his or her contrary vote is <br />recorded or his or her dissent is otherwise entered in the Minutes of <br />the Meeting or unless he or she shall file a written dissent to such <br />action with the person acting as the secretary of the meeting before <br />the adjournment thereof or shall forward such dissent by registered <br />Page 5 of 10 <br />mail to the Secretary of the corporation immediately after the <br />adjournment of the meeting. Such right to dissent shall not apply to <br />a Director who voted in favor of such action. <br />ARTICLE VI <br />OFFICERS <br />Section 1.Officer-Directors. The officers of the corporation <br />shall consist of a President, a Vice-President, a Secretary, a <br />Treasurer, an Assistant Treasurer and such other Vice Presidents, <br />Assistant Secretaries, Assistant Treasurers, andother officers as the <br />Board of Directors may from time to time elect. All Officers shall be <br />members of the Board of Directors. <br />Section 2.Election and Term. The officers of the corporation <br />shall be elected by the Board of Directors at the Annual Meeting and <br /> <br />