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� � e. impose chatges for late payments of assessments. f provide for the indemnification of its officers and directors, and maintain directors' and officers' liabiliry insurance; g. exercise any other powers conferred by law or the Declaration of Covenants and Restrictions, which are necessary and proper for the governance of the Association. 6.5 Meetines and Notices. An annual meeting of the Board of Direcrors shall be held prompt(y following each annual meeting of the Owners. At each annual meeting the officers of the Association shall be e(ected. a. Regular meetings of the Board of Directors shall be held at least on a quarterly basis, at such times as may be fixed from time to time by a majority of the members of the Board of Directors. b. A special meeting of the Board of Directors shall be set upon the written request of any two (2) directors. Notice of any special meeting shall be given to each direcror not less than five (5) days in advance thereof. Notice of any special meeting shall be given to each director not less than five days in advance thereof. c. Any director may at any [ime waive notice of any meeting of the Board of Directors orally, in writing, or by attendance at the meeting. If all the directors are present at a meeting of the Board of Directors, no notice shall be required, and any business may be enacted at such meeting. 6.6 Quorum and Votine A majority of the members of the Board of Directors shall constiwte a quorum for the transaction of business at any meeting thereof. A quorum, once established, shall continue to exist, regardless of the subsequent departure of any directors. Each director shall have one vote. The vote of a majority of the directors present at any meeting at which a quorum is present shall be sufficient to adopt any action. Proxies shall not be permitted. 6.7 Action Taken Wichout a Meetine. The Bnard �t Directors shall have the right to take any action in the absence of a meeting which it could take at a meeting when au[horized and signed by all the directors. 6.8 Vacancies. A vacancy in Ihe Board of Directors shall be filled by a person elected within 30 days foliowing the occurrence of the vacancy by a majoriry vote of the remaining directors, regardless of their number; except tbr vacancies created pursuant to Sections 6.2 and 6.9 of this Section. Each person so elected shall serve out the term vacated. SECTION 7 OFFICERS 7.1 Princioal Officers. The principal ofticers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of