5.1 Management of Association. The Board shall have the power and authority to exercise all the rights, duties and functions and generally exercise all powers necessary to carry out the provisions of this Declaration, including but not limited to enacting Association Rules, contracting for required services, obtaining property and liability insurance, and collecting and expending all Assessments and Association funds. The Board shall have the exclusive right to contract for all goods and services, payment for which is to be made from any monies collected from Assessments.

 

5.1.1 Association Rules. All Association Rules shall be reasonable. Following the adoption or amendment of any Association Rules, the Board shall notify Owners of its action and provide a copy of any new or revised Association Rule.

 

5.2 Board Members. All Board Members other than those appointed by Declarant pursuant to Section 3.4 must be Owners, or the officer, director, or agent of an Owner which is an entity any Board Member who no longer qualifies shall cease to be a Board Member. Board Members shall serve for two year terms of office unless otherwise provided in the Bylaws.

 

5.2.1 During Development Period. During the Development Period, Declarant may appoint and remove Association Officers and Board members, provided, the Board shall be constituted as follows:

 

5.2.1.1 Upon creation of the Association, the Declarant shall have sole authority' to appoint all Board members who need not be members of the Association.

 

5.2.1.2 Not later than 60 days after conveyance of 25% of the Lots owned by Owners other than Declarant, Owners other than Declarant shall elect at least one Board member, but in no case less than 25% of the total number of Board members.

 

5.2.1.3 Not later than 60 days after conveyance of 50% of the Lots owned by Owners other than Declarant, one third of the Board members shall be elected by Owners other than Declarant.

 

5.2.1.4 Until such Board members are elected and take office, the existing Board may continue to act on behalf of the Association.

 

5.3 Organizational Board Meeting. The first meeting of a newly-elected Board shall be held immediately following the Transitional Meeting of the Association at which they were elected, and no Notice shall be necessary to the newly elected Board members in order legally to constitute such meeting.

 

 

5.4.1 By the Board. The Board may remove a board member if the Board member is more than sixty days' delinquent in the payment of Assessments and such delinquency remains uncured for thirty days after receiving Notice of the Board's intent to remove such Board Member.

 

5.4.2 By Owners. At any regular meeting or at any special meeting called for that purpose, at which a quorum is present, the Owners present in person, by proxy, or by absentee ballot may remove any Board Member elected by the Owners, with or without cause, by affirmative vote of the lesser of (a) a majority of all Owners or (b) 2/3 of Owners present at the meeting. Removal may not be voted on unless consideration of such removal was noted on the meeting notice. Any Board member whose removal has been so proposed by the Owners shall be given and opportunity to be heard at the meeting. Following removal of a Board member, the Owners may immediately elect a successor Board member in accordance with the Governing Documents.

 

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

 

5.6 Compensation. No Board member shall receive compensation for any service he may render to the Association as a Board member. However, any Board member may be reimbursed for his or her actual expenses incurred in performance of his or her duties.

 

 

5.7.1 During Development Period. During the Development Period, the Board must meet at least four times a year. At least one of those meetings must be held at the Association or at a place convenient to the Owners.

 

5.7.2 Following Transition Meeting. Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by a majority of the Board members, provided:

 

5.7.2.1 All Board meetings must be at the Association or at a place convenient to the Owners, unless the Owners amend the Bylaws to vary the location of Board meetings; and

 

5.7.2.2 At least one Board meeting shall be held during each fiscal year; and

 

5.7.2.3 One such meeting shall be held immediately following the annual meeting Owners.

 

5.7.3 Special Meetings. Special meetings of the Board shall be called by the President, Secretary or written request by two or more Board members.

 

5.7.4 Owner Attendance. Owners shall have the right to attend meetings of the Board and Committees, except during an executive session; provided, the chair of the meeting may expel or prohibit attendance by any person who, after warning by the chair of the meeting, disrupts the meeting. The Board shall make reasonably available to Owners any materials that were distributed to the Board before the meeting. The Board shall provide a reasonable opportunity at every meeting for Owners to comment regarding matters affecting the Association.

 

5.7.5 Electronic conferencing. One or more Board members may participate in a Board meeting by telephonic, video, or other conferencing process, provided all Board members participating can hear each other during the meeting. The entire Board may participate in a Board meeting by telephonic, video, or other conferencing process, provided the meeting Notice states the conferencing process to be used and provides information explaining how Owners may participate; and the process provides all Owners the opportunity to hear or perceive the discussion and to comment as provided in 5.7.4.

 

5.7.6 Unanimous consent. The Board may act by unanimous consent as documented in a record by all its members. Actions taken by unanimous consent must be kept as a record of the Association with the meeting minutes. After the Transition Meeting, the Board may only act by unanimous consent only to undertake ministerial actions, actions subject to ratification by the Owners, or to implement actions previously taken at a Board meeting.

 

5.7.7 Declarant Actions. During the Development Period, Declarant may veto or approve a proposed action of the Board.

 

5.7.8 No Proxies. Board members may not vote by proxy or absentee ballot.

 

5.7.9 Minutes. Minutes of all Board meetings, excluding executive sessions, must be maintained in a record, including the decision on each matter voted upon at such meeting.

 

5.7.10 Notice. Unless a meeting is called to deal with an emergency, or included in a schedule given the Owners, Notice of meetings of the Board and Committees shall be given to all Board Members and Owners not less than fourteen days prior to the day named for such meeting.

 

5.7.11 Waiver of Notice. Before, at, or after any meeting of the Board, any Board member 'may, in writing, waive Notice of such meeting and such waiver shall be deemed equivalent to the giving of such Notice. Attendance by a Board member at any meeting of the Board shall be a waiver of Notice by him or of the time and place thereof. If all the Board members are present at any meeting of the Board, no Notice shall be required and any business may be transacted at such meeting.

 

5.7.12 Executive Sessions. The Board and Committees may hold executive session during a regular or special meeting only to (a) consult with the Association's attorney concerning legal matters; (b) discuss existing or potential litigation or mediation, arbitration, or administrative proceedings; (c) discuss labor or personnel matters; (d) discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage; or (e) prevent public knowledge of the matter to be discussed if the Board or Committee determines that public knowledge would violate the privacy of any person. No final vote or action may not be taken during an executive session.

 

5.7.13 Quorum. At all meetings of the Board, a majority of the members of the Board shall constitute a quorum for the transaction of business, and the acts of a majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. An adjournment for lack of a quorum shall be to a date not less than five nor more than thirty days from the original meeting date. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

 

5.8 Officers. The Officers of the Association shall consist of president, treasurer, secretary', and any other officers of the Association specified in the Bylaws ("Officer"). During the Development Period, all Officers of the Association shall be appointed by Declarant. After the Transition Meeting, all Officers of the Association shall be elected by the Board. All Officers shall be Owners.

 

5.9 Committees. The Board may, from time to time, establish such Committees as the Board determines is in the best interests of the Association. During the Development Period, all Committee members shall be appointed by Declarant. After the Transition Meeting, all Committee members shall be appointed by the Board, and all Committee members shall be Owners.

 

5.10 Fidelity Bonds. The Board may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association.