The affairs of the Association shall, upon all Class B membership ceasing, be managed by a Board of five directors, who need not be members of the Association. At the first annual meeting after the date all Class B Membership ceases (or at a special meeting called after that date), the members shall elect a five-member Board of Directors. One director shall serve for a term of one year, two directors for a term of two years and two directors for a term of three years; and at each annual meeting thereafter the members shall elect to a three-year term the number of directors equal to the number of directors whose term shall expire that year. The number of directors may be changed by Amendment of these Bylaws.

 

Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at he annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election of the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

 

Election to the Board of Directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected.

 

Vacancies in the Board caused by any reason other than removal of a Board member by a vote of the Association shalt be filled by vote of the majority of the remaining Board members, even though, they may constitute less than a quorum. Each person so elected shall be a Board member until a successor is elected at the next annual meeting of the Association.

 

Any one or more Board members may be removed with or without cause by a majority of the Lot Owners, at any regular meeting or special meeting called for that purpose. A successor may then and there be elected to fill the vacancy thus created. Any Board member whose removal has been so proposed by the Owners shall be given an opportunity to be heard at the meeting. Notwithstanding the above, until the organizational meeting referred to in Section 3.1, only Declarant shall have the right to remove a Board member,

 

No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.