BYLAWS OF IVANHOE-WATERFORD HOMEOWNER'S ASSOCIATION, INC.
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ARTICLE V - DIRECTORS
- A. POWERS. The Association's Powers shall be exercised and the
affairs of the Association shall be managed by a Board of Directors, consisting of not
less than three (3) directors, nor more than seven (7) directors.
- B. INITIAL BOARD. The initial Board of Directors shall consist
of three (3) members who were named in the Certificate of Incorporation of the
Association. Such Board of Directors shall serve until their successors are elected in
accordance with the provisions of subparagraph C. below. Until such election any vacancies
occurring in the first Board of Directors shall be filled by the remaining members of the
Board of Directors.
- C. CLASS A DIRECTORS. Within thirty (30) days after the class B
Membership of the Declarant is terminated, the Board of Directors shall appoint a
nominating committee as provided for in paragraph D. (2) below, which nominating committee
shall nominate not less than three (3), nor more than seven (7) directors, who shall be
elected at a special meeting called for such purpose, to be held no later than sixty (60)
days after the date of the termination of the Class B Membership of Declarant. Such
directors so elected shall hold office until their successors are elected at the next
ensuing annual meeting as provided for in subparagraph D. below.
- D. ELECTION OF DIRECTORS. After the election of the directors,
as provided for in subparagraph C. above, the election of the directors shall be conducted
in the following manner:
(1)
Election of directors shall be held at the annual Members'
meeting.
(2) A nominating committee of three (3) members shall be appointed by the
Board of Directors not less than thirty (30) days prior to the annual Members' meeting.
The committee shall nominate one person for each director then serving. Nominations for
additional directorships created at the meeting shall be made from the floor, and other
nominations may be made from the floor.
(3) The election shall be by ballot (unless dispensed by unanimous
consent) and by a plurality of the votes cast, each person voting being entitled to cast
his votes for each of as many nominees as there are vacancies to be filled. There shall be
no cumulative voting.
- E. VACANCIES. Except as to vacancies provided by removal of
directors by Members, vacancies in the Board of Directors occurring between annual
meetings of Members shall be filled by the remaining directors.
- F. TERM. The term of each Member of the Board of Directors to be
elected commencing at the next annual meeting after the election of the Board of directors
pursuant to subparagraph C. above shall extend until the next annual meeting of the
Members and subsequently until his successor is duly elected and qualified or until he is
removed in the manner elsewhere provided herein.
- G. ORGANIZATIONAL MEETING. The organizational meeting of the
Board of Directors elected pursuant to subparagraph C. above, shall be held within ten
(10) days of their election at such place and time as shall be fixed by the directors at
the meeting at which they were elected, and no further notice of the organizational
meeting shall be necessary.
- H. REGULAR MEETING. Regular meetings of the Board of Directors
may be held at such time and place as determined, from time to time, by a majority of the
directors. Notice of regular meetings shall be given to each director, Personally or by
mail, telephone or telegraph, at least three (3) days prior to the day named for such
meeting.
- I. SPECIAL MEETING. Special meetings of the directors may be
called by the President and must be called by the Secretary at the written request of
one-third (1/3) of the directors. Not less than three (3) days notice of the meeting shall
be given personally or by mail, telephone or telegraph, which notice shall state the time,
place and purpose of the meeting.
- J. WAIVER. Any director may waive notice of a meeting before or
after the meeting and such waiver shall be deemed equivalent to the giving of notice.
- K. QUORUM. A quorum at a directors' meeting shall consist of a
majority of the entire Board of Directors. The acts approved by a majority of those
present at a meeting at which quorum- is present shall constitute the acts of the Board of
Directors, except when approval by a greater number of directors is required by the
Declaration, the Articles of Incorporation, or these By1aws.
- L. ADJOURNMENT. If at any meeting of the Board of Directors,
there is less than a quorum present, the majority of those present may adjourn the meeting
from time to time until a quorum is present. At any adjourned meeting any business that
might have been transacted at the meeting as originally called may be transacted without
further notice.
- M. APPROVAL OF MINUTES. The joinder of a director in the action
of a meeting by Signing and Concurring in the minutes of that meeting shall constitute the
presence of such director for the purpose of determining a quorum.
- N. PRESIDING OFFICER. The presiding officer of directors'
meetings shall be the Chairman of the Hoard if such an officer has been elected; and if
none, the President shall preside. In the absence of the presiding officer the directors
present shall designate one of their number to preside.
- O. ORDER OF BUSINESS. The order of business at directors'
meetings shall be:
(1)
The calling of roll.
(2) Proof of due notice of meeting.
(3) Reading and disposal of any unapproved minutes.
(4) Reports of officers and committees.
(5) Election of officers.
(6) Unfinished business.
(7) New business.
(8) Adjourment.
- P. DIRECTORS' FEES. Directors' fees, if any, shall be determined
by the Members.
Articles I and II - Purpose and Powers -
Definitions
Article III - Membership and Voting
Article IV - Members Meetings
Article V - Directors
Article VI - Officers
Articles VII and VIII - Finances & Assessments and Amendments
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© 1997 Pete LaMoia