Agenda - 04-20-2018 6-a - Major Subdivision Preliminary Plat Application

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Page 38 of 51 Section 5.3.Election of Directors. Except for the appointed directors provided for in Section 2 of this Article, and as otherwise provided in Section 5 of this Article, at least three directors will be elected by the Members at the annual meeting of the Association. Those candidates who receive the highest number of votes will be elected. At least a majority of the directors will be Lot Owners. Section 5.4.Removal. Except for the initial directors or their successors appointed by the Declarant, any elected director may be removed from office, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the voting interests of Lot Owners present and entitled to vote at a special meeting called for that purpose. If any directors are so removed, new directors may be elected at the same meeting. So long as Class B membership and voting rights thereto exists for the Declarant's benefit, members of the initial Board of Directors will only be elected and removed from time to time by the Declarant. Section 5.5.Vacancies. An elective vacancy occurring on the Board of Directors may be filed by a majority of the remaining directors, though less than a quorum, or by the sole remaining director. A director so elected to fill a vacancy will serve until the next annual meeting of Members of the Association. Section 5.6.Compensation. The Board of Directors will receive reimbursement for reasonable expenses incurred, but will receive no compensation for their services. Section 5.7.Powers. The Board of Directors will have the powers necessary for the administration of the affairs of the Association as specified by law, the Declaration or these Bylaws, and may do all such acts and things, except such acts as by law, by the Declaration, or these Bylaws may not be delegated to the Board of Directors. Section 5.8.Duties. It will be the duty of the Board of Directors to: 87