BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWER AND DUTIES. The control and management of the affairs of the Corporation shall be vested in the Board. The Board shall discharge all duties so identified in the Restrictive Covenants. The Board shall maintain all property owned by the Corporation and perform all other duties adopted by the Board by resolution.
SECTION 3.2 LIABILITY. Directors shall not be held liable by Members for their decisions when those decisions were made in good faith and for the betterment of the Cdorporation.
SECTION 3.3 NUMBER, MEMBERSHIP, AND TENURE
3.3.1 General. The number of Directors composing the Board initially shall be three. Directors need not be Members. The Directors each shall hold office for a term of three years, except as provided in section 3.2.2, or until the successor of the Director shall have the right to increase or decrease, within limits prescribed by the Articles and the Act, the number of Directors composing the Board, by a vote of the majority of Directors present at a properly called meeting of the Board.
3.3.2 Initial Directors. The initial Board shall be composed of the Directors as identified in the Articles. For the initial Board, one Director shall serve a term of one year, one Director shall serve a term of two years, and one Director shall serve a term of three years.
3.3.3 Section Representation.
3.3.3.1 Except as provided in Section 3.3.2, or as permitted under Section 3.3.4, the Board shall be composed of at least one Director whom is a Member residing in each Section.
3.3.3.2 If there is no candidate whom is a Member residing in a Section for a vacancy on the Board, the vacancy may be filled by a Member who resides in any other Section or by a person designated by Developer under Section 3.3.4.
3.3.4 Notwithstanding any provision to the contrary in Section 3.2.3, Developer may designate a person to be a candidate for a vacancy on the Board in any Section Provider Developer owns a Lot in this Section.
3.3.5 Election of Directors. The Members at the annual meeting shall elect directors, except as provided in section 3.2.2. At the election, the Members may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles. The person receiving the largest number of votes shall be elected. Cumulative voting is not permitted. Members choosing to run as candidates for a directorship must notify the Secretary in writing of the intention of the Member to become a candidate for directorship not less than 30 days prior to the date of the annual meeting.
SECTION 3.4 REGULAR MEETINGS. A regular annual meeting of the Board shall be held without notice immediately after, and at the same place as, the annual meeting of Members. The Board may provide by resolution the time and place, either within or without notice other than such resolution.
SECTION 3.5 SPECIAL MEETINGS. Special meetings of the Board may be called by or at the request of the President or two directors. The person or persons authorized to call special meeting of the Board may fix any place, either within or without the State of Indiana, as the place for holding any special meeting called by them.
SECTION 3.6 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of the Board shall be given at least two days prior to the meeting. Notice of the special meeting shall be by means allowable under the Act. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need to be specified in the notice or waiver of notice of such meeting, unless specifically required by the Act or the Bylaws.
SECTION 3.7 POWER TO ELECT AND APPOINT OFFICERS. The Board shall elect a President, one or more Vice Presidents (if the Board deems such officer necessary), a Secretary, and a Treasurer. The Board shall have the power to appoint such other agents, as the Board may deem necessary for transaction of the business of the Corporation. Any officer or agent may be removed by the board whenever in the judgment of the Board the interests of the Corporation will be served by a removal. The Board shall also have power to fill any vacancy in any office occurring for any reason whatsoever.
SECTION 3.8 POWER TO ASSESS. The Board shall have the power to determine and collect Assessments, user fees, and other charges, fines, or penalties against Owners. In the exercise of this power, the Board shall not exceed the authority or limitations imposed by the Restrictive Covenants.
SECTION 3.9 DELEGATION OF POWERS. For any reason deemed sufficient by the Board, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or Director shall execute acknowledge, or verify any instrument in more than one capacity.
SECTION 3.10 PARTICIPATION IN MEETINGS BY ELECTRONIC COMMUNICATION. Any or all Directors may participate in a meeting of the Board, or a committee of Directors, by means of communication by which all Directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present at the meeting.
SECTION 3.11 ACTION BY CONSENT WITHOUT MEETING. Any action, which may be taken at a meeting of the Board, may be taken without a meeting if evidenced by each Director and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of section 3.10, a consent granted by telegram, telex, telecopy, or other document transmitted electronically by a director shall be deemed to be acceptable evidence of consent. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent effective date.
SECTION 3.12 RESIGNATION. A Director may resign by delivering written notice to the Board, it chairmen, the President, or Secretary. A resignation is effective when delivered unless the notice specifies a later effective date.
SECTION 3.13 VACANCIES. Any vacancy among the Board cause by removal, resignation, death, or other incapacity, or by increase in the number of Directors composing the Board, may be filled by the Board, or if the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all of the Directors remaining in office. The new Director shall serve until the expiration of the term for which the Director’s predecessor was elected. Members shall be notified of any increase in the number of Directors composing the Board and of the name, address, and principal occupation of any Director elected by the Board to fill any vacancy, whether caused by an increase or otherwise, in the next mailing, if any, sent to the members following any such increase or election. If the vote of the remaining Directors results in a tie, such vacancy shall be filled by a vote of the Members at a special meeting called for such purpose.
SECTION 3.14 REMOVAL. A director may be removed, either with or without cause, as provided by the Act, at a special meeting of the Members, if the special meeting notice states that one of the purposes of the meeting is the removal of the Director, or at any meeting of the board.
SECTION 3.15 QUORUM AND VOTING REQUIREMENTS.
3.15.1 A quorum of the Board for the transaction of all business, except filling vacancies on the Board, shall consist of a majority of the number of Directors prescribed in the Bylaws. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the board.
3.15.2 The right of dissent or abstention is not available to a Director who votes in favor of the action taken. A Director who is present at a meeting when corporate action is taken is deemed to have assented to the action unless:
3.15.2.1 The Director objects at the beginning of the meeting (or promptly upon a Director’s arrival) to holding it or transacting business meeting;
3.15.2.2 The Director’s dissent or abstention from the action is entered into the minutes of the meeting; or
3.15.2.3 The Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the Secretary immediately after adjournment of the meeting.