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<br />to the designated and appointed Directors, individuals from Orange
<br />County Government, Carol Woods Retirement Community, The Friends of
<br />the Senior Center, Inc, and the general Orange County community. In
<br />order to carry out the work of the board, the directors "at large"
<br />should represent a variety of disciplines with expertise in
<br />gerontology, finance, marketing, personnel and law,
<br />Section 4, Term, By casting of lots, The initial Directors shall
<br />be divided into three (3) classes of three directors each, to serve in
<br />the first instance for terms of one, two and three years,
<br />respectively. Thereafter the successors in each class of directors
<br />shall be elected to serve for terms of three (3) years and until their
<br />successors shall be appointed and shall qualify, There shall be no
<br />limit on the terms of designated or appointed Directors, At Large
<br />Directors may serve two successive three (3) year terms, Thereafter,
<br />such a Director again shall become eligible for Board membership after
<br />one year from the actual termination of his or her prior membership to
<br />the Board.. In the event of death, resignation, retirement, removal or
<br />disqualification of a Director during his or her elected term of
<br />office, his or her successor shall be elected to serve until the
<br />expiration of the term of his or her predecessor, Notwithstanding the
<br />stated terms of the directors, each director shall hold office until
<br />his successor shall have been elected and qualified, or his death,
<br />resignation, retirement, removal or disqualification,
<br />Section 5. Removal. A designated Director may be removed by an
<br />amendment to these Bylaws, as provided herein, deleting or changing
<br />the provisions of this Article containing the designation, An
<br />appointed Director, including a director appointed by the Director of
<br />the Orange County Department on Aging or the Orange County Manager,
<br />may be removed with or without cause by the person or entity
<br />appointing the Director, An at large Director may be removed at any
<br />time for cause or for the good of the corporation by a vote of two-
<br />thirds of the Directors eligible to vote, If any such at large
<br />directors are so removed, new at large directors may be elected at the
<br />same meeting,
<br />Section 5, Vacancies, Any vacancy occurring in designated or
<br />appointed Director positions shall be filled as provided in Section 3
<br />of this Article, Any vacancy occurring among the at large Director
<br />positions may be filled by the affirmative vote of a majority of the
<br />remaining Directors of the corporation (even though less than a
<br />quorum) or by the sole remaining Director.
<br />A Committee on Nominations appointed by the Chair of the Board
<br />shall present a slate of at large Directors prior to the Annual
<br />Meeting. The proposed slate shall be included with the Notice mailed
<br />prior to such meeting, Nominations may be made from the floor,
<br />provided the nominee has been consulted,
<br />A Director elected to fill a vacancy shall be elected for the
<br />unexpired term of his or her predecessor in office. Any Directorship
<br />to be filled by reason of an expired term or an increase in the
<br />authorized number of Directors shall be filled only by election at an
<br />annual meeting or at a special meeting of the members called for that
<br />purpose,
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