ARTICLE 3. BOARD OF DIRECTORS
Section 3.1 Number, Term, and Qualifications. The affairs of the Association shall be governed initially by one director. At such time as the Class B membership shall cease and be converted to Class A membership in accordance with the Articles of Incorporation, the affairs of the Association shall be governed by a Board of three directors. The term of office for directors will begin on the first day of the calendar month following the date of adjournment of the meeting at which they are elected. The normal term of office for directors will be for two years and until their successors are elected and take office. However, to provide for staggered terms, at the first annual meeting one-half of the number of directors (or the whole number nearest to one-half) shall be elected for one year and the remainder shall be elected for two years. As long as there is a Class B membership, the directors do not have to be Lot Owners. After there ceases to be a Class B membership, a majority of the directors shall be Lot Owners. If a corporation is a member of the Association, any of its officers, directors, or shareholders may be elected to the Board; if a partnership is a member, any partner of such partnership may be elected to the Board.
Section 3.2 Powers and Duties. The Board shall have all the powers and duties provided for in the Declaration, the Articles, and the Nonprofit Corporations Act.
Section 3.3 Vacancies. Vacancies on the Board caused by reasons other than the removal of a director by a vote of the Association may be filled by an election held at a special meeting of the Association called for that purpose or by the remaining directors if the special meeting does not occur within 60 days of the vacancy. Each person so selected shall be a director until a successor is elected at the next annual meeting of the Association.
Section 3.4 Removal of Directors. After the Transitional Meeting, any one or more of the directors may be removed, with or without cause, by members holding a majority of the votes in the Association at a special meeting called for that purpose and a successor may then and there be elected to fill the vacancy thus created and to serve the balance of the unexpired term. Any director whose removal has been proposed shall be given an opportunity to be heard at the meeting.
Section 3.5 Compensation. No compensation shall be paid to directors for their services as directors.
Section 3.6 Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each director personally or by mail, telephone, or telegraph, at least three days before the day fixed for the meeting.
Section 3.7 Special Meetings. Special meetings of the Board may be called by the president on three days' notice to each director, given personally or by mail, telephone, or telegraph, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall be called by either the president or secretary in like manner and on like notice on the written request of any two directors.
Section 3.8 Waiver of Notice. Before any meeting of the Board, any director may, in writing, waive notice of such meeting. Attendance by a director at any meeting of the Board shall be a waiver by him of timely and adequate notice unless he expressly challenges the notice when the meeting begins. If all directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at the meeting.
Section 3.9 Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. If there is less than a quorum present at any meeting of the Board, the majority of those present may adjourn the meeting from time to time. At the adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 3.10 Open Meeting. Any Owner or voting representative may attend any meeting of the Board, but shall not be entitled to participate except with the consent of the Board. The Board may, however, go into private, executive session to consider the employment or dismissal of any agent or other persons employed by the Association, or to hear complaints or charges brought against such person, unless the person requests a public hearing, or to discuss with legal counsel litigation in which the Association is or is likely to become a party if public discussion would adversely affect the interests of the Association in such litigation.