BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
The affairs of this Association shall be managed by a Board of seven
directors, who need not be members of the Association.
Term of Office.
At the first annual meeting the members shall elect two
directors for a term of one year, two directors for a term of two years and three directors for a term of
three years; and at each annual meeting thereafter the members shall elect directors to fill all vacancies for
a term of three years.
In the event of death, resignation or legal incapacitation of a director,
his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor. Provided, however, that in the event of the death, resignation or legal incapacitation of a member of the Board of Directors who is an individual lot or parcel owner in Hilltop Villages, his successor shall be selected at a special meeting of the Association and the developer (Class B member) shall not be entitled to vote thereon. No Director shall be subject to removal from the Board of Directors without the majority vote of both Class A and Class B members, at a special meeting of the
Association held for such purpose.
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.
Action Taken Without a Meeting.
The directors shall have the right to take any
action in the absence of a meeting, which they could take at a meeting by obtaining the written approval of all directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Nomination for election to the Board of Directors shall be made
by a Nominating committee. Nominations may also be made from the floor at the 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 to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be
filled. Such nominations may be from among members or non-members.
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 Declarations. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.