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4.3 Subject to the Developer's rights set forth in
Section 4.5(b) below, vacancies in the Board shall be filled
by persons elected by the remaining Directors. Any such person
shall be a Director and have all of the rights, privileges,
duties and obligations of a Director elected at an Annual
:-:embers Meeting and shall serve for the term prescribed i;~
Section 4.4 of these Bylaws.
4.4 The term of each Director's service shall ext~;ld
until the next Annual N:embers Meeting and/or until his
successor is duly elected and qualified, or until he is re~:oved
in the manner elsewhere provided herein.
4.5 (a) A Director elected by th~ "Purchaser
~ienbers", as said term is defined in the Articies, r:iay be re-
~oved, with or withoutcause, from office by a ~~o~e or written
~greement u;. a rr.ajority of Furcnaser Members. A special meetinK
of the Purchaser Members to remove a Direc~or may be called by
ten ver cent (1G'>> of the Mer~:bers . Hoaever, before any such
Director is removed tro~. office by a vote of a c~~ajority of
~!embers, he shall be given at lease ten (?Q) davs' prior notice
in ~.~rritin~ that a ~^~otion to remove him will be ^~.ade at the
meeting at which said motion is made, and such Director shall be
Qiven an oppartunity to be heard at such meeting should he be
nresent prior to the vote on his removal.
(b) A Director designated by the Developer, as
provided in the Articles~ may be removed oni~ by the Developer
in its sole aiid absolute discretion and without any need for a
meeting or vote. The Developer shall have Che unqualified right
to name a successor for any Director designated and thereafter
removed by it or for any vacancy on the Board as to a Director
designated by it, and the Developer shall notify the Board as
to any such removal or vacancy and the name of.the respective
successor Director and of the eomc-encement date for the term of
such successor Director.
4.6 The organizational meeting of a newly elected
Board shali be held within ten (10) days•of their election at such
~lace and time as shall be fixed by the Directors at the meetin~ .
at which they are elected. I3o further notice of the organizational
meetintz shall be necessary.
4.7 Regular meetings of rhe Board r~ay be held at
sucn tir~e and p2ace as shall be deter:*iined from time to tic.^.e hy a
c:aajority of Directors. Special meetir~gs of the 'tembers for any
o~rpose or purnoses, unless otherwise prescribed by statute,may
be called by the President, and shall be called by the Presider.t
or Secre~ar_y at the~ request, ir. writing, of a ~.*~ajority of the
Boar1 of Girectors, or at the-request, in writing, of votinR Members
representing twenty-five percent (25%) of the Member's total votes,
which request shall state the purpose or purposes of the proposed
BaOK~~ PAGE~~,J EXHIBIT C Page 5 of 12 pages
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