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HomeMy WebLinkAbout0699 provided herein. ~However, at such earlier date as there are at least fifty individual members of this corporation, Hutchinson Island Limited Partnership shall appoint one or more of such individual unit nwners to the Board of Directors. After December 31, 1985, or when Hutchinson Island Limited Partnership elects to terminate its control of the corporation, whichever shall first occur, it shall be necessary for a member of the Board of Directors to be a membe= or a lawful representative of. a member of the corporation~ ~ Section 2. The original members of the Board of Directors shall be those persons set forth in the Articles of Incorporation who shall hold office until December 31, 1985, or when Hutchinson Island Limited Partnership elects to terminate its control of the corporation, whichever shall first occur, the directors shall annually be elected by the members at said annual meeting, and such directors shall serve until the next annual meeting or until their successors are duly elected and ~qualified, or until they are removed in the manner elsewhere provided. ~ ~ Section 3. In the event of a vacancy occurring in the ~ Board of Directors for any reason whatsoever, prior to December 31, 1985, or prior to the time that Hutchinson Island Limited Partner- ~ ship elects to terminate its control of the corporation, whichever ~ shall first occur, the remaining directors shall elect a person of legal age to serve as a director for the unexpired portion of the ~ term of the former director. In the event of a vacancy occurring ~ in the Board of Directors for any reason whatsoever after December 31, 1985, or after Hutchinson Island Limited Partnership elects to terminate its control of the corporation, whichever shall first occur, the remaining directors shall elect one of the members to serve as a director for the unexpired portion of the term of the former director . Section 4. After December 31, 1985, or after Hutchinson Island Limited Partnership h$s elected to terminate its control of the corporation, whichever shall first occur, a director may be j removed from office with or without cause by a vote of the majority ; ; of all members at any regular or special meeting duly called. At ~ said meeting a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been pro- posed by the members shall be given an opportunity to be heard at the meeting. _ Section 5. No compensation shall be paid to Directors for their services as Directors. Compensation may be paid to a Director in his or her capacity~as an officer or employee or for other services rendered to the corporation outside of his or her duties as a Director. In this case, however, said compensation must be approved in advance by the Board of Directors and the Directors to receive said compensation shall not be permitted to vote on said compensation. The Directors shall have the right to set and pay all salarieattornemsefortserviceserendered tof ~ers, employees or agents or Y corporation. Section 6. The first meeting of a newly elected Board ~ af Directors shall be held within ten (10) days of election at ~ such place as shall be fixed by the Directors at the meeting at ~ which such Directors were elected and no notice shall be necessary ~ to the newly elected Directors in ordes to legally constitute such meeting, providing a majority of the whole board shall be present. -4- . , - SuR~ ~J~ PA6E ~c7~ - ~ - - - ~ ~ T~-°~~,;~ . ~ y y} ~ ~ .w~.,+,.~~x~~~4t~'~~'" li -~R"'" y-.-~a~' "4~-"~ *,yy_ r . ~ L~ ~ . . ? ..~~..ti~ _eaY .