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18 <br /> such action. The written consents must describe the action taken and be signed by no fewer than a <br /> majority of the directors. The written consents shall be filed with the minutes of the Board. <br /> Section 4.12 Duties and Powers. Except as specifically provided otherwise in the North <br /> Carolina Nonprofit Corporation Act,the Declaration,the Articles of Incorporation of the Association <br /> or these Bylaws,all powers inherent in or expressly granted to the Association may be exercised by <br /> the Board of Directors,acting through the officers of the Association,without any further consent or <br /> action on the part of the Members. The Board of Directors shall also have the responsibility of <br /> discharging all of the duties imposed upon the Board of Directors under the terms and provisions of <br /> the aforesaid instruments. By way of explanation, but not limitation, the Board of Directors shall <br /> have the power to and shall be responsible for the following: <br /> (a) preparation and adoption of an annual budget, in which there shall be established the <br /> contribution of each class of Members to the Annual Expenses; <br /> (b) making assessments to defray the Annual Expenses,establishing the means and methods <br /> of collecting such assessments, and establishing the due dates and period of the payments of the <br /> annual assessment; <br /> (c) providing for the operation,care,upkeep,and maintenance of all of the Area of Common <br /> Responsibility as defined in the Declaration; <br /> (d) designating, hiring, and dismissing the personnel necessary for the operation of the <br /> Association and the maintenance,repair, and replacement of the Area of Common Responsibility, <br /> and, where appropriate,providing for the compensation of such personnel and for the purchase of <br /> equipment, supplies, and material to be used by such personnel in the performance of their duties; <br /> (e) collecting the assessments and other fees or charges,depositing the proceeds thereof in a <br /> financial depository or institution which it shall approve, or otherwise investing the proceeds in <br /> accordance with any limitations set forth in O.C.G.A. & 14-3-302, and using the proceeds to <br /> administer the Association; <br /> (f) making and amending rules and regulations and imposing sanctions for violation thereof, <br /> including reasonable monetary fines as provided herein; <br /> (g) suspending the membership rights of any Member of the Association,including the right <br /> to vote and use the Common Areas and the facilities located thereon,during the period of time such <br /> Member shall be delinquent in the payment of any assessment,assessment installment,or any other <br /> amount or amounts as shall be due and payable to the Association, or shall fail to comply with or <br /> abide by any rule or regulation adopted by the Board of Directors in regard to the Common Areas; <br /> (h) opening of bank or other financial accounts on behalf of the Association and designating <br /> the signatories required; <br /> —6— <br />