Orange County NC Website
Browse       Search
16 <br /> Section 3.11 Order of Business. At all meetings of the Association,Roberts Rules of Order <br /> (latest edition)shall govern when not in conflict with the Declaration,these Bylaws or the Articles of <br /> Incorporation. <br /> ARTICLE IV: DIRECTORS <br /> Section 4.1 Number. The initial number of directors on the Board of Directors shall be <br /> three (3). From and after the election of the first Board of Directors to be elected by the Class A <br /> Members,the Board of Directors shall consist of five(5)directors who shall be Members or spouses <br /> or cohabitants of Members,provided,however,that no Member and his or her spouse or cohabitant <br /> or co-Owner may serve on the Board at the same time. The two (2) directors receiving the most <br /> votes shall be elected for a term of two (2)years and the remaining three(3) directors elected shall <br /> have a term of one (1) year. At the expiration of the term of office of each Board member, and at <br /> each annual meeting thereafter,a successor shall be elected to serve for a term of two(2)years.The <br /> Board members shall hold office until their respective successors shall have been elected by the <br /> Association. <br /> Section 4.2 Appointment and Election. Until the termination of the Class B membership, <br /> as provided in the Declaration and the Articles of Incorporation of the Association, the Board of <br /> Directors shall be appointed by the Class B member. <br /> From and after the termination of the Class B membership, as provided in the Declaration <br /> and the Articles of Incorporation of the Association,the members of the Board of Directors(except <br /> for the members of the first Board of Directors to be elected after the termination of the Class B <br /> membership) shall be elected at each annual meeting of the Members of the Association. <br /> Each Member entitled to vote shall be entitled to cast one (1) vote for each Lot owned by <br /> such member for each directorship to be filled on the Board of Directors. Cumulative voting shall <br /> not be permitted. The candidates receiving the most votes shall be elected. Voting for election of <br /> Board member shall be by secret written ballot(unless dispensed with by unanimous consent at such <br /> meeting at which such voting is conducted). <br /> Section 4.3 Removal of Members of the Board of Directors. At any valid regular or <br /> special Association meeting, any one or more Board members may be removed with or without <br /> cause by a majority of the Members and a successor may then and there be elected to fill the vacancy <br /> created. Moreover, any director who has had two (2) consecutive unexcused absences from <br /> regularly scheduled Board meetings or missed more than one-third of the meetings of the Board <br /> during their term, or who is more than sixty (60) days past due in the payment of any assessment <br /> may be removed by the vote of a majority of the other directors. Any director whose removal has <br /> been proposed shall be given at least ten(10)days notice of the calling of the meeting to consider his <br /> or her removal and the purpose thereof and shall be given an opportunity to be heard at the meeting. <br /> Section 4.4 Vacancies. Vacancies in the Board caused by any reason,except the removal <br /> of a director by vote of the membership, shall be filled by a vote of the majority of the remaining <br /> directors,even though less than a quorum,at any Board meeting. The successor selected shall hold <br /> office for the remainder of the term of the director being replaced. <br /> —4— <br />