Article Seven
Board Of Directors
Article 7 Section 7.1 Number: The affairs of this Association shall be managed by a Board of nine (9) directors. There shall be no more than five (5) alternates. All directors and alternates shall be members in good standing of the Association. A. The nine (9) directors and the alternates shall be collectively referred to as "the Board of Directors", or "the Board." B. Wherever the word "director(s)" is used, it shall mean and refer to director(s) only. C. Wherever the word "alternate(s)" is used, it shall mean and refer to alternate(s) only. Section 7.2 Term of Office: Each director shall be elected for a term of three (3) years, and the directors' terms shall be staggered so that each year three (3) directors are elected for a three (3) year term. Each alternate shall be elected for a term of one (1) year. Each director and alternate shall hold office until his/her successor shall have been duly elected and qualified, unless he/she shall sooner resign or be removed, or otherwise be disqualified to serve. Section 7.3 Removal: Any member of the Board may be removed from the Board only for cause by a majority vote of the directors present and voting, though less than a quorum. Any member of the Board may resign at any time by giving oral notice at any regular or special meeting of the Board of Directors or by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective. Section 7.4 Vacancies: In the event of a vacancy by reason of a director's death, resignation or removal, and otherwise, the successor-director shall be selected from among any of the alternates then in office, and if alternates are not then in office, then the successor-director shall be selected from among the membership to serve until the next election when a successor-director shall be selected by the members for the remainder of the unexpired term of the vacancy, if any. Section 7.5 Compensation: No director/alternate shall receive compensation for any service he may render to the Association as such. However, any director/alternate may be reimbursed for actual expenses incurred in the performance of required duties, including expenses for attendance at regular and special meetings, as may be determined by a resolution of the Board of Directors. A director/alternate may be an employee or sub-contractor of the Association, and the Board of Directors shall have the authority to fix the compensation for said services, pursuant to Article 7, Section 7.9. Section 7.6 Action Taken Without a Meeting: The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. Said written approval shall be filed with the Secretary and shall set forth the action taken. Section 7.7 Nomination: Nomination for election to the Board of Directors shall be made by the membership. Section 7.8 Election: Election to the Board of Directors shall be by written ballot. At such election the members or their proxies may cast one vote in accordance with the provisions of these By-Laws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Section 7.9 Interested Directors: A. General Rule: No contract or transaction between the Association and one or more of its members, directors, alternates or officers, or between the Association and any organization in which one or more of the Association's members, directors, alternates or officers are or have a financial interest, shall be void or voidable solely because the interested member, director, alternate or officer of the Association is present at or participates in the meeting of the Board of Directors of the Association which authorized the contract or transaction, or solely because the interested member's votes are counted for such purpose, if: (1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested members of the Board of Directors, even though they are less than a quorum; or (2) The material facts as to the relationship or interest and as to the contract or transaction are disclosed and are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; and (3) The contract or transaction is fair to the Association as of the time it is authorized, approved or ratified by the Board of Directors or the members. B. Quorum: Interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in Subsection A of this Section. Section 7.10 Multiple Owners: In the event that any lot(s) are owned by one or more person(s) or entity(ies), no more than one (1) of said multiple owners shall be permitted to serve on the Board of Directors at any given time.
