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the Association shall have no effect unless approved by th~ Board
of Directors.
3. Directors.
3.1 Membership. The affairs of the Association shall be
managed by a Board of Directors who shall be members of the Associatiun,
excepting that the first Board of Directors shall consist of-three (3)
directors ~vho need not be members of the Association, and thereafter
the membership of the B~ard shall consist of not less th~n five (S)
directors. The Board of Directors may from time to time inerease or
decrease the number of persons to serve on the Board, provided, that
the Board shall consist of an odd number of inembers, and provided,
further, that fallowing the term of office of the firsf Board of
Directors, the Board shall never consist of less than five (5) members.
Any increase or deerease in the number ~f inemberG ~n the Rn~rd cl,,gl_7
be effectuated at least thirty (30) days prior to a regular annual
election of the Board, and such change in number shall be effective '
` as of the date of the next regular election.
€ 3.2 Election of Directors shall be conducted in the follow-
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E lllg manner:
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~ (a) Election of Directors sh all be held at the annual
; m~mbers' meeting, subject -to the provisions of sub-paragraph 3.2 (f)
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~ hereof .
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' (b) The Board of Directors may, at its discretion,
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~ designate a nominating committee of not less than three (3) nor more
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K than five (S) members.~ In the event the Board shall elect to designate
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; such a committee, the committee shall be designated not less than `
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~ thirty (30) days prior to the annual election meet.ing, and shall be .
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~ charged with the duty_of nominating one person ~or each director to
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be elected, provided, however, additional nominations shall be received
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from the floor prior to elections at the annual election meeting.
(c) The election shall be by ballot (unless dispensed .
=a with by unanimous consent) and by a plurality of the votes cast,
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~ each person voting being entitled to cast his votes for each of as ~
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many nominees as there are vacancies to be filled. There shall be no
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cumulative voting. {
- BGOK237 PAGE2054 - ~
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