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4 <br />Revenue Code or a corresponding section of any future <br />federal tax code. <br />Section Z. Powers. The Corporation shall have all the powers <br />granted non-profit corporations under the laws of the State of North <br />Carolina. Notwithstanding anything herein to the contrary, the <br />Corporation shall exercise only such powers as are in furtherance of <br />the exempt purposes of organizations set forth in the sub-section of <br />the Internal Revenue Code under which the Corporation chooses to <br />qualify for exemption, as the same exists at the time of such <br />qualification, or as it may be amended from time to time. <br />ARTICLE IV <br />BOARD OF DIRECTORS <br />Section 1.. General Management. The business and affairs of the <br />corporation shall be managed by its Board of Directors. <br />Section 2. Number. The number of Directors constituting the <br />Board of Directors shall be no less than 9 (nine) and no more than 18 <br />(eighteen), and initially shall consist of 9 (nine). The initial <br />directors shall be identified and instated at an organizational <br />meeting of the incorporators identified in the Articles of <br />Incorporation. At the organizational meeting of the initial directors <br />or at any subsequent annual or special meeting of the directors, the <br />Board of Directors may increase its members by increments of 3 <br />(three), up to the maximum of 18 (eighteen), provided, increases in <br />the number of Directors may not exceed 3 (three) in any twelve month <br />period. <br />Section 3. Qualification. The Board shall consist of two <br />designated positions, to filled as follows: <br />A, One Director shall be the Director of the <br />Orange County, North Carolina, Department on Aging. <br />In lieu of serving, the Director of the Department on <br />Aging may appoint an individual from within that <br />organization to serve in his or her stead. <br />B. One director shall be the County Manager <br />for Orange County, North Carolina. In lieu of <br />serving, the County Manager may appoint an individual <br />from within County Government to serve in his or her <br />stead. <br />The Board shall consist of two appointed positions, to be filled <br />as follows: <br />A. One director shall be appointed by the <br />Board of Directors of Carol Woods Retirement Community <br />in Chapel Hill, North Carolina. <br />B. One director shall be appointed by the <br />President and Chief Executive Officer of the <br />University of North Carolina Hospitals in Chapel Hill, <br />North Carolina. <br />The remaining Directors shall be designated herein as "at large" <br />and shall be nominated and instated as pr~v~,ded therein. Directors need <br />not be residents of the State of North. ~WHo~ever, the Corporation <br />shall recruit as nominees for ~t large Director positions, in addition <br />