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49 <br /> been given and at which a quorum is present by the aftinnative vote of Members present in person <br /> or by proxy who are entitled and qualified to vote and who represent not less than a majority of all <br /> votes allocated to all Lots as provided in the Declaration. <br /> Section 5.06 Vacancies. Any vacancy occurring on the Board of Directors may be <br /> filled by a majority of the Directors remaining in office though less than a quorum of the Board of <br /> Directors. Any Director so elected by the remaining Directors to fill the vacancy of a removed <br /> Director shall, subject to removal, disqualification or resignation, serve the remaining term of such <br /> removed Director and until his or her successor has been elected and qualified. <br /> Section 5.07 Compensation. Directors shall not receive compensation for their services <br /> on the Board of Directors. A Director may serve the Association in another capacity and receive <br /> compensation,if disclosed to the Board of Directors in advance in writing. <br /> Section 5.08 Committees. The Board of Directors may, by resolution adopted by a <br /> majority of the Directors,establish such committees and the terns,purposes and authorities thereof, <br /> as it may,in the exercise of its sole discretion,deem appropriate. Each such committee shall consist <br /> of at least one (1) Member, but need not consist of a Director unless so provided by the Board of <br /> Directors. Non-Members may serve on any committee unless expressly prohibited by the Board of <br /> Directors. No committee may exercise the authority of the Board of Directors in the conduct of the <br /> business or affairs of the Corporation. <br /> ARTICLE VI <br /> MEETINGS OF THE BOARD OF DIRECTORS <br /> Section 6.01 Place of Meetings. The Board of Directors may hold its meetings at any <br /> place as the Board of Directors by resolution may establish. <br /> Section 6.02 Regular Meetings. A regular meeting of the Board of Directors shall be <br /> held at least once each year at such time(s)as the Board of Directors by resolution may provide. <br /> Section 6.03 Special Meetings. Special meetings of the Board of Directors may be <br /> called by the President,the Secretary or any Director. <br /> Section 6.04 Notice of Meetings. No notice shall be required for regularly scheduled <br /> meetings. Notice of each special meeting shall be given to each Director stating the time,place and <br /> purpose of the meeting. The notice of any special meeting shall be given by mail deposited at least <br /> five (5)days before the meeting or by telephone, telegram, cablegram, or personal delivery at least <br /> three (3) days before the meeting. Notice by telegram or cablegram shall be deemed delivered at <br /> the time the notice is filed with the transmitting agency. Notice by telephone or personal delivery <br /> shall be deemed effective only when actually communicated to the Director. <br /> Section 6.05 Quorum. A quorum shall be deemed present throughout any meeting of <br /> the Board of Directors when a majority of all Directors then holding office are present in person or <br /> by proxy at the beginning of the meeting. <br /> Section 6.06 Voting. Except as otherwise provided by law or these Bylaws,the act of a <br /> majority of the Directors present at a meeting at which a quorum is present shall be the act of the <br /> 39 <br />