Section 1. Number and Term. The affairs of the Corporation shall be managed by a board of from one (1) to five (5) directors, as established from time to time by the Board of Directors, to serve a term extending until the Applicable Date at which time each member shall be elected for a term of one (1) year.
Section 2. Vacancies. Vacancies in the Board of Directors shall be filled by the remaining directors, any such appointed directors to hold office until his successor is elected by the members, who may election at the next annual of the members or at any special meeting duly called
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Section 3. Powers. The Board of Directors shall have power:
(c.a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership.
(c.b) To appoint and remove, at pleasure, all officers, agents and employees of the Corporation, prescribe their duties, fix their compensation, and require of them such security or fidelity bond as it may deem expedient. Nothing contained in these Bylaws shall be construed to prohibit the employment of any member, officer or director of the Corporation in any capacity whatsoever.
(c.c) To establish, levy and assess, and collect the assessments or charges referred to in Article IV, Section 1 hereof.
(c.d) To adopt and publish rules and regulations governing the use of Common Areas and the personal conduct of the members and their guests thereon.
(c.e) To exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation.
(c.f) In the event that any member of the Board of Directors of this Corporation shall be absent from two (2) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said second absence occurs, declare the office of said absent director to be vacant.
Section 4. Duties. It shall be the duty of the Board of Directors:
(a) To cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members or at any special meeting when such is requested in writing by one-fourth (114) of the voting membership.
(b) To supervise all officers, agents and employees of this Corporation, and to see that their duties are properly performed.
(c) To fix the amount of the assessment against each lot for each assessment period at least fifteen (15) days in advance of such date or period, and, at the same time.
(d) To prepare a roster of the properties and assessments applicable thereto which shall be kept in the office of the Corporation and shall be open to inspection by any member.
(e) To send written notice of each assessment to every owner subject thereto.
(f) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.
Section 5. Annual Meetings. The Board of Directors shall meet annually, without notice, concurrently with or immediately following the annual meeting of the members of the Corporation.
Section 6. Regular Meetings. A regular meeting of the Board of Directors shall be held on the second Tuesday of each month at 7:00p.m., provided that the Board of Directors may, by resolution, change the day and hour of holding such regular meeting.
Section 7. Notice of Regular Meetings. Notice of such regular meeting is hereby dispensed with. If the day for the regular meeting shall be upon a holiday, the meeting shall be held at the same hour on the first day following which is not a holiday, and no notice thereof need be given.
Section 8. Special Meetings. Special meetings of the Board of Directors shall be held when called by any officer of the Corporation or by any two (2) directors after not less than three (3) days' notice to each director.
Section 9. Waiver of Notice. Any director may waive notice of any meeting in writing. Attendance by a director at any meeting shall constitute a waiver of notice of such meeting.
Section 10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if, prior to such action, a written consent setting forth the action to be taken, is signed by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof and such written consent is filed with the minutes of the proceedings of the Board of Directors. Such consent shall have the same effect as a unanimous vote of the Board of Directors.
Section 11. Meeting by Telephone or Similar Communications Equipment. Directors may participate in and hold a meeting by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can communicate with each other. Participation by these means constitutes presence in person at the meeting.
Section 12. Quorum. The transaction of any business at any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made part of the minutes of that meeting. The majority of the Board ofDirectors shall constitute a quorum thereof.
Section 13. Burton Crossing Design Review Board. The Board of Directors shall nominate three (3) persons to serve on the Burton Crossing Design Review Board to have such powers and perform such duties and functions as set forth in Article VII, Section A of the Declaration.