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ARTICLE V - DIRECTORS
1. The business and affairs of this Corporation shall be managed by its Board of Directors, seven (7) in number, who shall be natural persons of full age, never convicted of a felony, have not been delinquent for the two-year period prior to election and remain a member in good standing throughout their term, and who may not be residents of this Commonwealth but who shall be members of this Corporation. At no time can more than one member of the same family be a member of the Board of Directors at the same time. The Directors shall be the President, Vice President, Secretary, Treasurer, Recreation, Facilities, and Community Liaison, who shall be elected by the members at the annual general meeting of members of this Corporation and each director shall be elected for the term of two (2) years as described in Section 11 below. 2. In addition to the powers and authorities by these Bylaws expressly conferred upon, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members. 3. The meetings of the Board of Directors may be held at such times and at such place or places within this Commonwealth, elsewhere as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting. 4. Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least five (5) days prior to the day named for the meeting. 5. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. In an emergency, the 5 day notice of a meeting may be waived. However, such meeting must have a quorum present or a quorum linked via conference call (one-on-one polling is unacceptable). An action taken must be submitted in writing and shall be filed by the Secretary in the minutes. 6. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees to be headed by one or more directors of the Corporation and consist of other members in good standing. Any committee, to the extent provided in the resolution of the Board of Directors, the Bylaws, or policy may exercise all of the powers vested in them by the Board of Directors. No such committee shall have any power or authority as to the following:
7. The Board may designate one or more Directors to replace any absent or disqualified Director as head of a committee. In the absence or disqualification of a member of a committee, the directors may appoint another member to act at the meeting in the place of any such absent or disqualified member by a majority vote. Each committee of the Board shall serve at the pleasure of the Board. 8. Any member of the Board of Directors shall receive an annual stipend for their services, equal to the amount of the annual dues for one lot with house, and this stipend is applied pro-rata to those whose term is vacated prior to the natural date of their term. Furthermore, any member of the Board of Directors may receive compensation for reasonable and customary expenses directly incurred while fulfilling the responsibility of his/her office after a meeting of the Board of Directors at which a vote of the majority approves the expenditures. Receipts are required on all such expenditures. Direct expenses may include but are not limited to telephone calls and attendance at outside association meetings. 9. The Board of Directors may replace any Director by a majority plus one vote for death, incapacitation, or with cause when in their judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Only the general membership can vote to remove a member of the Board of Directors without cause. 10. The Board of Directors may declare vacant the office of a director if he is declared of unsound mind by an Order of Court, is convicted of a felony, or if he/she does not accept such office either in writing or by not attending a meeting of the Board of Directors within sixty (60) days after notice of his selection, and does not fulfill such other requirements of qualification as the Bylaws may specify. 11. No Director of the Corporation may hold the same office for more than two (2) elected successive terms. Terms of office are to overlap to provide for continuity of leadership from year to year as follows: Elections for President, Secretary, Community Liaison, and Facilities Director will be held on even-numbered years; Elections for Vice President, Treasurer, and Recreation Director will be held on odd-numbered years. The term of a director shall begin at the adjournment of the meeting in which he/she is elected, unless it is to fill an existing vacancy, in which case it shall begin immediately. 12. If the office of any Director, one or more, becomes vacant for any reason, the Board of Directors may choose a temporary replacement who shall hold office until the scheduled election for that position. 13. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining members of the Board, though less than a quorum. Each person so appointed shall be a Director until his/her successor is elected by the members at the next scheduled election for that position.
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Last updated 1/18/05 | ||