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ARTICLE IV - Board of Directors

1. Mission Composition and Selection

   Section A.  Mission.  The Board of Directors shall oversee the management and control of the business and property of the Association, shall exercise all powers of the Association, and determine all matters of policy, except for powers specifically reserved to the members in the Declaration, the Articles of Incorporation and the Bylaws.

  Section B.  Governance.  The responsibility for overall governance of the affairs of the Association rests with the Board of Directors. It shall be the duty of the Board to effect the purposes of the Association to the best of the Board's ability, using the powers granted to it by law, the Covenants, Articles of Incorporation and these Bylaws.  It shall specifically be the duty of the Board to insure prompt and impartial enforcement of the Covenants, Bylaws and Rules.

  Section C. Board Composition.  The Directors shall be elected by the Association members in good standing. All Class A Directors must be members in good standing, and at least 21 years old.  A member and the member's spouse may not serve on the Board at the same time.
The Board shall have nine members, initially eight Class A Board members elected by the Class A members in good standing and one Class B Board member appointed by the Developer.  After the close of the post-closing escrow account established in the Settlement Agreement between the Association and the Developer, however, the Class B Director position shall end and become a Class A Director position elected by the Class A members, which shall then be the only class of members.  Members of the Board shall receive no financial compensation for their service, but may recover reimbursement of expenses approved by the Treasurer.

  Section D.  Nomination of Directors.  Except when filling Board vacancies caused by resignation or removal, candidates for the Board of Directors will be nominated as follows:

(1) The Nominating Committee shall present a slate of willing individuals as nominees 60 days prior to the July Annual Member Meeting naming a minimum of one candidate per opening on the Board.

(2) Any Association member who qualifies shall be listed as a nominee provided the member submits a nominating petition to the Nominating Committee prior to the deadline.

(3) All nominees must also meet the following qualifications to be eligible for nomination: No nominee may be a Nominating Committee member or spouse of a Nominating Committee member.  All candidates must state their qualifications and solicit votes by submitting a biographical sketch intended to be included with the ballot mailed to the members.  Nominees shall be invited to participate, either in person at or by submitting a written presentation for, a Candidates' forum scheduled by the Board.  All candidates shall also be and remain members in good standing of the Association.

  Section E.  Election and Term of Office.  
(1) Beginning with the Annual Meeting of the members in July, 2001, Board Members shall be elected by mailed ballot, with the results of the election announced at the July Annual Meeting.  No board elections shall be held in July, 2000 because of the completion of transition from developer control and the special election of Directors held in March, 2000.  Members in good standing shall vote for Directors using the written ballots mailed to them by the Board with the call to the July Annual Meeting.  Directors shall hold office for their elected terms and until their respected successors have been selected and qualified.

(2) Directors elected by the members in good standing shall serve staggered three year terms. At the March, 2000 special election of Board members, the candidates receiving the three highest numbers of votes shall be elected to three year terms to July, 2003.  The candidates receiving the next three highest numbers of votes shall be elected to two year terms to July, 2002.  The candidates receiving the next two highest numbers of votes shall be elected to serve one year terms until July, 2001. Thereafter all terms will be three year terms.  The term of the ninth Director, who replaces the Class B Director after termination of the Class B Director's position, shall match the term of the Directors whose initial one year terms end July, 2001.  The maximum term of continuous service for a Director will be two (2) terms or six (6) years. Following that period of service, there must be a gap of at least one year before the member may serve again as Director.

  Section F.  Creation and Filling of Mid-term Board Vacancies.

(1) A Board position may be declared vacant because of (a) the Board member's written resignation accepted by the Board; (b) a deemed resignation of the Board member by a vote of two-thirds of the remaining Directors for reasons of health-related inability to perform Director duties or absenteeism; or (c) involuntary removal for cause by two thirds votes of members in good standing present at a special meeting called for that purpose.

(2) A Board member shall be deemed to have submitted a resignation from the Board if the Director is absent without good cause, as determined in the discretion of the Board, from three (3) successive regular Board meetings or from a total of four (4) regular Board meetings during any calendar year.

(3) Cause for removal at a Special Meeting of the members shall be (a) declaration of unsound mind by order of courts; (b) facts showing a Director being initially or currently ineligible for Board membership; (c) being found guilty of a misdemeanor or felony offense under any state or federal jurisdiction; or (d) being in violation of the Covenants, Bylaws or Rules.

(4) The Board shall give immediate notice of the grounds of involuntary removal for cause and the calling of special membership meeting in writing to the Director in question.  The special membership meeting notice shall also include the alleged cause(s)) for removal of each director involved.  The Director shall have a reasonable opportunity to be heard at the special meeting and to defend against the grounds asserted.  A Director who is so notified but is then voted not to be removed may not later be removed for the identical cause or circumstances.

(5) When a Board vacancy occurs the Board shall appoint from nominees proposed by the Board an interim successor Director by a majority vote of the remaining Directors.  That successor Board member shall serve only until the next annual election at which time the members shall choose the Board member's replacement for the remainder of the term.

Section G. Standards Governing All Board Meetings.

(1) The Board shall meet at regular meetings at any intervals it shall determine from time to time by resolution. After the Board adopts by resolution the time and place of its' regular meetings, no further notice of those regular meetings shall be required.

(2) Each resolution of the Board must be documented in writing in a book of resolutions. The record of each resolution must include the vote upon each resolution taken by Roll Call with the Yeas and Nays entered in the record. A minimum of five affirmative votes of the Directors present or by conference telephone at a Board meeting at which a quorum is present shall constitute the decision of the Board.

(3) The President shall preside at all Board meetings.  In the absence of the President, the Vice-president shall act in that capacity.  The secretary shall cause the minutes of the meeting to be recorded, including all resolutions adopted at the meeting, as well as a record of all other material transactions.  Approved minutes of the Board shall be signed by the Secretary.  Minutes other than those for an Executive Session shall be available to all members for inspection as permitted in compliance with state law.  The Board shall determine its own rules of procedure and order, subject to these Bylaws.

Section H.  Organization Meeting.  The organization meeting of the Board shall be held on a Saturday within three weeks after the annual meeting in which the Directors are elected.  The agenda for that meeting shall include setting the calendar of regular Board meetings for the coming year.

Section I.  Regular Meetings.  The order of business at a regular Board meeting shall be as follows:

(a)  Board work session, if needed, prior to calling the meeting to order;
(b)  Determination of a quorum;
(c)  Approval of minutes from last Board meeting;
the prior meeting;
(d)  Treasurer's report;
(e)  Community Manager's report;
(f)   Committee reports;
(g)  Approval of bills for payment;
(h)  Awarding of contracts;
(I)   Second reading and action on changes to rules or policies proposed in the prior meeting;
(j)   Other unfinished business;
(k)  New business;
(l)   First reading of proposed changes to Rules or policies;
(m) Communications, petitions, hearings; and
(n)  Other miscellaneous items.

Section J.  Special Board Meetings.

(1) Special meetings of the Board may also be called by a majority of the Directors on the Board and shall be held at any place as the call or notice of the meeting shall designate. Notice of a special Board meeting may be given in writing or verbally at least twenty-four (24) hours prior to the time of the meeting, or notice may be waived in writing by the Directors.

Section K. Waiver of Notice.

(1)  Waiver of notice at a Special Meeting of the Board shall be deemed the equivalent of proper notice. Any Director may, in writing, waive notice of any meeting, either before or after that meeting. Attendance at a meeting by a Director shall be deemed a waiver by the Director of notice of the meeting, unless the Director specifically objects to lack of proper notice at the time the meeting is called to order.

(2)  No business shall be transacted at a Special Meeting of the Board other than that stated in the notice of the meeting.

Powers and Duties.

Section L. Powers Generally.  The Board shall have authority to exercise general powers, unless otherwise restricted by law, the Covenants, the Articles of Incorporation or these Bylaws. The Board shall specifically have all powers enumerated in the Articles of Incorporation, as well as the power to levy assessments and other charges.

Section M. Actions Requiring Members' Majority Vote.   Beginning in calendar year 2001, the Board shall have authority to exercise certain powers only after obtaining approval of the majority of those Association members voting by mailed ballot at a member meeting. These powers shall include:

(1) To include in the Association Budget any new capital project with a total cost exceeding $100,000.00.

(2) To make withdrawals in excess of $100,000.00 from the capital improvement fund not previously approved in the Association Budget.

(3) To levy special assessments exceeding five (5) percent of its gross expense budget.

(4) To hire, rehire or contract with agents, employees or service providers for terms greater than three years.

Section N. Actions Requiring Members' Two-Thirds Approval.  The Board shall have authority to exercise certain powers only
after obtaining approval of two-thirds (2/3) of those Association members voting by mail ballot at a member meeting.  These powers shall include:
(1) Transfer, dispose of, or grant rights or easements to Common Facilities.

Section O.  Conflicts of Interest.

(1) No Director or employee shall accept any personal remuneration, gifts or services in any form from parties providing goods or services to the Association. Anything of value received from contractors shall be solely for the benefit of the Association.

(2) No Board member or a member of the immediate family of the Board member shall directly or indirectly enter into employment or any other contract with the Association during the member's term in office and for two years after the term ends. That limitation includes employment or other contracts with any contractor or subcontractor of the Association as well.