Orange County NC Website
Browse       Search
Article VI <br /> Board of Directors Meetings <br /> 1. Annual meetings of the Board of Directors shall be held in December of each year. The <br /> annual meetings of the Board of Directors shall be held on a day and at a time as agreed and <br /> noticed by the Board of Directors. At such meetings, the Board shall elect a Chairperson, <br /> elect officers as provided herein, appoint members to any committees as may be necessary, <br /> and transact such other business as may be necessary or proper to the function of the Board <br /> of Directors. <br /> 2. Regular meetings of the Board of Directors shall be held at times and places as shall be <br /> determined by a majority of the Directors by resolution duly adopted and recorded in the <br /> corporate record. The Board of Directors reserves the right to have any regular or special <br /> meeting enter a closed session in which those present must be members of the Board of <br /> Directors. Closed sessions shall be reserved for discussing sensitive personnel matters and <br /> may be entered by a simple majority vote of the present Directors. <br /> 3. Special meetings of the Board of Directors may be called by, or at the request of, the <br /> members of the Corporation or by any two (2) Directors. Such a meeting shall be held at <br /> such times and places as is reasonable under the circumstances and as determined by the <br /> persons calling the meeting. <br /> 4. The person or persons calling a special meeting of the Board of Directors shall, at least ten <br /> (10) days prior to the meeting, give notice thereof by any usual means of <br /> communication. Such notice shall set forth the matters which comprise the purpose and <br /> agenda of the meeting. <br /> 5. Directors may attend any meeting in person, by proxy, or by telephone or computer <br /> conference call. Any proxy must be in writing or electronic mail and delivered to the <br /> Chairperson of the meeting, and shall be limited to casting the vote(s) described therein. <br /> 6. Notice of any meeting may be waived by any Director. Attendance by a Director at a <br /> meeting shall constitute a waiver of notice of such meeting, except where a Director attends a <br /> meeting for the express purpose of objecting to the transaction of business because the <br /> meeting is not lawfully called or convened. <br /> 7. A majority of the Directors then in office shall constitute a quorum for the transaction of <br /> business at any meeting of the Board of Directors. <br /> 8. Voting may be by voice, show of hands, written ballot, proxy, or by electronic means. Each <br /> Director shall have one (1) vote, and the majority of Directors voting at a meeting at which a <br /> quorum has been recorded shall be the act of the Board of Directors. <br /> 9. A Director of the Corporation who is present at a meeting of the Board of Directors shall be <br /> presumed to have assented to the actions taken at the meeting. A Director dissenting from <br /> any Board action must enter a dissent in the minutes of the meeting or file a written dissent <br />