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48 <br /> who represent not less than the minimum number of votes necessary to approve such action at a <br /> special meeting of the Members. Facsimile signatures shall be permitted and shall have the same <br /> validity and effect as original signatures. The consent shall be filed in the minute book or other <br /> appropriate records of the Corporation by the Secretary. It shall then have the same effect as a vote <br /> of such Members at a special meeting called for the purpose of considering the action authorized. <br /> Section 4.13 Vote Required for Action. The total number of votes that may be cast by <br /> the membership on any action which may be taken by the Members,whether at an annual or special <br /> meeting or by written consent without a meeting, shall not exceed the total number of votes <br /> allocated to all Lots as provided in the Declaration. The record owner(s) of each Lot, whether one <br /> (1)or more,shall cast not more than one(1)vote for such Lot as provided in the Declaration on any <br /> action taken by the Members. Any vote cast or a written consent signed by a record owner of any <br /> Lot having more than one(1)record owner shall be deemed to be a vote cast or a written consent <br /> signed by all record owners of such Lot and shall be binding upon each of them as fully and to the <br /> same extent as if each of them had voted on such action or signed such written consent. Except as <br /> otherwise provided by law, the Declaration, the Articles of Incorporation or these Bylaw, and <br /> subject to the above-stated voting provisions,the act of Members entitled and qualified to vote who <br /> represent not less a majority of the total number of votes present in person or by proxy at any <br /> meeting of the Members at which a quorum is present,shall be the act of all of the Members. <br /> ARTICLE V <br /> BOARD OF DIRECTORS <br /> Section 5.01 General Powers. The business and affairs of the Corporation shall be <br /> managed by the Board of Directors. The Board of Directors shall have all powers of the <br /> Corporation that are not required by law, the Declaration, the Articles of Incorporation or these <br /> Bylaws to be exercised by the Members. The powers of the Corporation include those set forth in <br /> Article 3 of the North Carolina Planned Community Act, in Article 3 of the North Carolina <br /> Nonprofit Corporation Act and in the Declaration not inconsistent therewith. <br /> Section 5.02 Number, Termand Qualifications. The number of Directors shall be not <br /> less than one (1) nor more than nine (9). Except to the extent otherwise provided in the <br /> Declaration, each Director shall serve a term of two (2) years and, subject to removal, <br /> disqualification or resignation, until his successor has been elected and qualified. Any natural <br /> person shall be eligible for election or appointment as a Director. <br /> Section 5.03 Nomination. Nominations for election of Directors by the Members shall <br /> be accepted by the Secretary, in writing, not more than thirty(30) days prior to the annual meeting <br /> of the Members. Nominations may also be made orally by any Member at the annual meeting of <br /> the Members. Nominations for election of Directors shall be made and accepted according to <br /> procedures adopted by the Board of Directors. <br /> Section 5.04 Election. Directors shall be elected as provided in Section 5.02. Those <br /> persons who receive the highest number of votes shall be deemed to be elected. If any Member so <br /> demands,the election of Directors by the Members shall be by written ballot. <br /> Section 5.05 Removal. Any Director may be removed from office, with or without <br /> cause, by a vote of the Members at any annual or special meeting of the Members duly held in <br /> accordance with the provisions of these Bylaws with respect to which notice of such purpose has <br /> 38 <br />