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3.2. Election of directors will be conducted in the following manner:
(a) Election of directors will be held at the annual members' meetings .
(b) A nominating committee of five (5) members will be appointed
by the Board of Directors not less 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 made from the floor.
(c) The election will be by ballot (unless dispensed by unanimous
consent) and by a plurality of the votes cast, each person voting being entitled to cast
his votes for each of as many nominees as there are vacancies 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 between 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 special 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, however, 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 Developer.
3.3. The term of each director's service will extend 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 such place and time as shall be
fixed by the 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 majority 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 less than three (3) days"notice of the meeting will be given personally or by mail,
telephrne 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
before or after the meeting and such waiver will be deemed equivalent to the giving
of notice .
3.8. A quorum at directors' meeting will consist of a majority of the
entire Board of Directors . The acts approved by a majority of those present at a
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