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3.2. Elections of directors will be conducted in the following manner: ~
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_ (a) Election of directors will be held at the annual members' meetings . t
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- (b) A-nominating committee of five (5) members will-6e appointed `
by the Board of Directors not leas than fifteen (15) days prior to• the. annual members'
meeting. The committee, will nominate one person for each director. then serving .
Nominations _ for additional directorships created at the meeting will be made from
the floor, and other nominations may be nnade -from the. floor.
(e) The election ~r:11 be by ballot (unles8 dispensed by unanimous
- consent) and. by a plurality of the votes cast, each, person noting being entitled to cast
his votes -for each of as many nominees ae there ara vs::ancies to be filled . There will
be no cumulative voting. - - - - -
(d) Except as to vacancies provided by removal of directors by
members, vacancies in the Board of Directors occurring betty@en annual meetings -
_ - of members will be filled by the remaining directors . -
- (e) -Any director may be removed by concurrence of two-thirds -
of the votes of the entire membership at a spacial •meeting of the members called for - -
that purpose . The vacancy in the Board of Directors so created will be filled by the
- members of the Association at the same meeting.
(f) Provided, howaver, that until the Developer has completed -
all of-the contemplated improvements and has closed the sale of all of the apartments
established by. it upon said-land (as -anticipated) , or until it elects to terminate its control
of the Association, or until December 31, 1981, whichever first occurs, the first directors
_ of the Association will serve; and in the event of vacancies the remaining directors
will -fill such vacancies and if there are no remaining directors, the vacancies will
be filled by the Developee .
• _ 3.3 . The term of each director's service will ext_ end until the next annual
meeting of the members and subsequently until his successor is duly elected and qualified -
or until he is removed in the- manner elsewhere provided .
3.4. The organizational meeting of each newly=elected Board_of Directors
will be held within ten (10) days of their elections at sucli place and time as shall be -
_ fixed by ±he directors at the meeting at which they-were elected; and no further notice -
of such organizational meeting will be necessary. -
3.5 . Regular meetings of the Board of Directors may be held at such time
and place as will be determined, from time to time, by a majonit~ of the directors. Notice
- of regular meetings will be given to each director, personally or by mail, telephone
or telegraph, at least three days prior to the day named for such meeting.
• 3.6 . Special meetings of the directors may be called by the President
and must be called by the Secretary at the written request of one-third of the directors .
Not leas than three (3) days' notice of-the meeting will be given personally or by mail,
- telephone or telegraph, which notice will state the time, place and-purpose of the meeting.
- 3.7. Waiver of notice. Any director may waive notice of a meeting-
baf~re or -after the meeting and such waiver will be deemed equivalent to the giving
of notice .
3.8 . - A quorum at .irector8' meeting will eorsiat of a majority of the
entire Board of Directors . The acts approved by a majority of those present at a
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