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17 <br /> Section 4.5 Compensation. No fee or compensation shall be paid by the Association to <br /> directors for their services in said capacity unless such fee or compensation is approved by a <br /> majority of the votes of the Members cast at a duly convened meeting thereof, and in no event shall <br /> any director receive any compensation from the Association for serving as a director prior to the <br /> termination of the Class B membership. The directors shall,however,be entitled to reimbursement <br /> for reasonable expenses incurred by them in the performance of their duties upon Board approval of <br /> such expenses.. <br /> Section 4.6 Regular Meetings. Until such time as the Class B membership shall <br /> terminate, the Board of Directors shall not be required to hold regular meetings and the Board of <br /> Directors shall meet as often as the President of the Association shall determine. Thereafter, the <br /> Board of Directors shall meet no less frequently than once every six months, and, in all events, <br /> within thirty (30) days after the election or appointment of new directors. <br /> Section 4.7 Special Meetings. Special meetings of the Board of Directors may be called <br /> at any time by the President,or by any two directors,on three(3)days notice to each director,which <br /> notice shall specify the time and place of the meeting. Notice of any such meeting may be waived <br /> by an instrument in writing executed before or after the meeting. Attendance in person at any <br /> meeting shall constitute a waiver of notice thereof. <br /> Section 4.8 Waiver of Notice. Any director at any time,in writing,may waive notice of <br /> any Board meeting, and such waiver shall be deemed equivalent to the giving of such notice. <br /> Attendance by a director at any Board meeting shall also constitute a waiver of notice by him or her <br /> of the time and place of such meeting. If all directors are present at any Board meeting, no notice <br /> shall be required and any business may be transacted at such meeting. <br /> Section 4.9 Conduct of Meetings. The President shall preside over all Board meetings, <br /> and the Secretary shall keep a minute book recording therein all resolutions adopted by the Board <br /> and a record of all transactions and proceedings occurring at such meetings. The presence of <br /> directors entitled to cast one-half of the votes of the Board shall constitute a quorum for the <br /> transaction of business. One or more directors who participate in a meeting by means of telephone <br /> or electronic communication shall be deemed present and in attendance for all purposes at such <br /> meeting,provided all persons participating in the meeting can hear each other. <br /> Section 4.10 Open Meetings. All Board meetings shall be open to all Members, but <br /> Members other than directors may not participate in any discussion or deliberation unless expressly <br /> authorized by the Board. Notwithstanding the above, the Board may adjourn a meeting and <br /> reconvene in executive session to discuss and vote upon personnel matters, litigation in which the <br /> Association is or may become involved, and orders of business of a similar nature. The nature of <br /> any and all business to be considered in executive session shall first be announced in open session. <br /> Section 4.11 Action Without a Meeting. Any Board action required or permitted to betaken <br /> at any meeting may be taken without a meeting if a majority of the directors consent in writing to <br /> —5— <br />