4-3-24 PB Agenda Packet - Laserfiche WebLink

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106 Section 5.03 Nomination. Nominations for election of Directors by the Members shall be accepted by the Secretary, in writing, not more than thirty (30) days prior to the annual meeting of the Members. Nominations may also be made orally by any Member at the annual meeting of the Members. Nominations for election of Directors shall be made and accepted according to procedures adopted by the Board of Directors. Section 5.04 Election. Directors shall be elected as provided in Section 5.02. Those persons who receive the highest number of votes shall be deemed to be elected. If any Member so demands, the election of Directors by the Members shall be by written ballot. Section 5.05 Removal. Any Director may be removed from office,with or without cause,by a vote of the Members at any annual or special meeting of the Members duly held in accordance with the provisions of these Bylaws with respect to which notice of such purpose has been given and at which a quorum is present by the affirmative vote of Members present in person or by proxy who are entitled and qualified to vote and who represent not less than a majority of all votes allocated to all Lots as provided in the Declaration. Section 5.06 Vacancies. Any vacancy occurring on the Board of Directors may be filled by a majority of the Directors remaining in office though less than a quorum of the Board of Directors. Any Director so elected by the remaining Directors to fill the vacancy of a removed Director shall, subject to removal,disqualification or resignation,serve the remaining term of such removed Director and until his or her successor has been elected and qualified. Section 5.07 Compensation. Directors shall not receive compensation for their services on the Board of Directors. A Director may serve the Association in another capacity and receive compensation, if disclosed to the Board of Directors in advance in writing. Section 5.08 Committees. The Board of Directors may,by resolution adopted by a majority of the Directors, establish such committees and the terms, purposes and authorities thereof, as it may, in the exercise of its sole discretion,deem appropriate. Each such committee shall consist of at least one(1)Member, but need not consist of a Director unless so provided by the Board of Directors. Non-Members may serve on any committee unless expressly prohibited by the Board of Directors. No committee may exercise the authority of the Board of Directors in the conduct of the business or affairs of the Corporation. ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 6.01 Place of Meetings. The Board of Directors may hold its meetings at any place as the Board of Directors by resolution may establish. Section 6.02 Regular Meetings. A regular meeting of the Board of Directors shall be held at least once each year at such time(s)as the Board of Directors by resolution may provide. Section 6.03 Special Meetings. Special meetings of the Board of Directors may be called by the President,the Secretary or any Director. Section 6.04 Notice of Meetings. No notice shall be required for regularly scheduled meetings. Notice of each special meeting shall be given to each Director stating the time, place and purpose of the meeting. The notice of any special meeting shall be given by mail deposited at least five(5)days before the meeting or by telephone, telegram, cablegram, or personal delivery at least three(3)days before the meeting. Notice by telegram or cablegram shall be deemed delivered at the time the notice is filed with the transmitting agency. Notice by telephone or personal delivery shall be deemed effective only when actually communicated to the Director. Section 6.05 Quorum. A quorum shall be deemed present throughout any meeting of the Board of Directors when a majority of all Directors then holding office are present in person or by proxy at the beginning of the meeting. 31