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<br />;j <br /> <br />b. Special meetings of the Board of Directors shall be held when called (i) by the <br />President of the Association, or (ii) by the Secretary within ten (10) days <br />following the written request of any two (2) directors. Notice of any special <br />meeting shall be given to each director not less than three (3) days in advance <br />thereof. Notice to a director shall be deemed to be given when deposited in <br />the United States mail postage prepaid to the Lot address of such director, or <br />when personally delivered, orally or in writing, by a representative of the Board <br />of Directors. <br /> <br />c. Any director may at any time waive notice of any meeting of the Board of <br />Directors orally, in writing, or by attendance at the meeting. If all the directors <br />are present at a meeting of the Board of Directors, no notice shall be required, <br />and any business may be transacted at such meeting. <br /> <br />6.6 Quorum and Votin~. A majority of the members of the Board of Directors <br />shall constitute a quorum for the transaction of business at any meeting thereof. A quorum, <br />once established, shall continue to exist, regardless of the subsequent departure of any <br />directors. Each director shall have one vote. The vote of a majority of the directors present <br />at any meeting at which a quorum is present shall be sufficient to adopt any action. Proxies <br />shall not be pennitted. <br /> <br />6.7 Action Taken Without a Meetin~. The Board of Directors shall have the right <br />to take any action in the absence of a meeting which it could take at a meeting when <br />authorized in a writing signed by all the directors. <br /> <br />6.8 Vacancies. A vacancy in the Board of Directors shall be filled by a person <br />elected within 15 days following the occurrence of the vacancy by a majority vote of the <br />remaining directors, regardless of their number; except for vacancies created pursuant to <br />Sections 6.2 and 6.9 of this Section. Each person so elected shall serve out the tenn vacated. <br /> <br />6.9 Removal. A director may be removed from the Board of Directors, with or <br />without cause, by a majority vote at any annual or special meeting of the Owners; provided, <br />(i) that the notice of the meeting at which removal is to be considered states such purpose, <br />(ii) that the director to be removed has a right to be heard at the meeting and (iii) that a new <br />director is elected at the meeting by the owners to fill the vacant position caused by the <br />removal. A director may also be removed by the Board of Directors if such director (i) has <br />more than two unexcused absences from Board meetings and/or Owners meetings during any <br />twelve month period or (ii) is more than 60 days past due with respect to assessments on the <br />director's Lot. Such vacancies shall be filled by the vote of the Owners as previously <br />provided in this Section. <br /> <br />6.10 Compensation. Except as authorized by a vote of the Owners at a meeting <br />thereof, the directors of the Association shall receive no compensation for their services in <br />such capacity. A director, or other Owner or Occupant may, upon approval by the Board of <br />Directors, be retained by the Association and reasonably compensated for goods and services <br />furnished to the Association in an individual capacity. Directors may be reimbursed for out- <br />of-pocket expenses incurred in the perfonnance of their duties. <br /> <br />6 <br />