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105 <br /> d. Unfinished business. <br /> e. Committee reports. <br /> f. New business. <br /> g. Adjournment. <br /> Section 4.10 Conduct of Meetings. The President shall preside over all meetings of the <br /> Members. The Secretary shall keep a minute book with all resolutions adopted by the Members,minutes of all <br /> meetings, and all written consents to actions taken without a meeting. Robert's Rules of Order(latest edition) <br /> shall govern the conduct of each meeting. <br /> Section 4.11 Adjournments. Any meeting of the Members at which a quorum is present may be <br /> adjourned by a majority of the Members present at such meeting, in person or by proxy, to reconvene at a <br /> specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the <br /> business to be transacted if the time and place of the reconvened meeting are announced at the meeting which <br /> was adjourned. Any business may be transacted which could have been transacted at the meeting which was <br /> adjourned if a quorum is present at the reconvened meeting. The presence of a Member at the beginning of a <br /> meeting, in person or by proxy, shall constitute the presence of that Member for the duration of such meeting <br /> for the purpose of determining whether a quorum is present for any action. <br /> Section 4.12 Action of Members without a Meeting. Any action which may be taken at a <br /> meeting of the Members may be taken without a meeting if a written consent setting forth with reasonable <br /> detail the action authorized is signed by Members then entitled and qualified to vote who represent not less than <br /> the minimum number of votes necessary to approve such action at a special meeting of the Members. <br /> Facsimile signatures shall be permitted and shall have the same validity and effect as original signatures. The <br /> consent shall be filed in the minute book or other appropriate records of the Corporation by the Secretary. It <br /> shall then have the same effect as a vote of such Members at a special meeting called for the purpose of <br /> considering the action authorized. <br /> Section 4.13 Vote Required for Action. The total number of votes that may be cast by the <br /> membership on any action which may be taken by the Members,whether at an annual or special meeting or by <br /> written consent without a meeting,shall not exceed the total number of votes allocated to all Lots as provided in <br /> the Declaration. The record owner(s) of each Lot, whether one (1) or more, shall cast not more than one(1) <br /> vote for such Lot as provided in the Declaration on any action taken by the Members. Any vote cast or a <br /> written consent signed by a record owner of any Lot having more than one(1)record owner shall be deemed to <br /> be a vote cast or a written consent signed by all record owners of such Lot and shall be binding upon each of <br /> them as fully and to the same extent as if each of them had voted on such action or signed such written consent. <br /> Except as otherwise provided by law,the Declaration,the Articles of Incorporation or these Bylaw,and subject <br /> to the above-stated voting provisions,the act of Members entitled and qualified to vote who represent not less a <br /> majority of the total number of votes present in person or by proxy at any meeting of the Members at which a <br /> quorum is present,shall be the act of all of the Members. <br /> ARTICLE V <br /> BOARD OF DIRECTORS <br /> Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by <br /> the Board of Directors. The Board of Directors shall have all powers of the Corporation that are not required <br /> by law, the Declaration, the Articles of Incorporation or these Bylaws to be exercised by the Members. The <br /> powers of the Corporation include those set forth in Article 3 of the North Carolina Planned Community Act,in <br /> Article 3 of the North Carolina Nonprofit Corporation Act and in the Declaration not inconsistent therewith. <br /> Section 5.02 Number, Term and Qualifications. The number of Directors shall be not less than <br /> one(1)nor more than nine(9). Except to the extent otherwise provided in the Declaration,each Director shall <br /> serve a term of two (2) years and, subject to removal, disqualification or resignation, until his successor has <br /> been elected and qualified. Any natural person shall be eligible for election or appointment as a Director. <br /> 30 <br />