BYLAWS
ARTICLE V
Board of Trustees
5.01 Number and Election of Trustees. The Board of Trustees (the “Board”) may consist of three (3) to five (5) trustees who must be members of the Association and reside within the community. At the adoption of this First Amendment, the current number of Trustees shall consist of five (5) trustees. Members of the Board shall serve for a term of three years; provided, however, that initially, the Board shall identify one of a five-member Board to serve for a one-year term. Two other members shall serve for a two-year term and the remaining two members shall serve for a three-year term, respectively. Thereafter, each elected Trustee shall serve for a term of three years. Following the adoption of this First Amendment, the Board is authorized to adjust the terms of Trustees to satisfy these requirements. The members of the Board shall serve until their respective successors are elected, or until their death, ineligibility, resignation, or removal. The number of Trustees may be changed from time to time as determined by the Board.
5.02 Removal of Trustees. Each trustee may be removed, with or without cause, by a majority vote of all Owners of the Lots entitled to vote.
5.03 Replacement of Trustees.
i. A vacancy on the Board created by the removal, resignation, or death of a trustee appointed or elected by the Owners shall be filled by the remaining trustees until the next annual meeting of Owners, at which time the Owners shall elect a trustee to fulfill the then-remaining term of the replaced trustee.
ii. Any trustee elected or appointed pursuant to this Section 5.03 shall hold office for the remainder of the unexpired term of the trustee who was replaced.
5.04 Resignations. Any trustee may resign at any time by giving written notice to the president or to the secretary of the Association. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.05 Regular Meetings. Regular meetings of the Board may be held at such places, whether in person, by telephone or virtually, provided that each trustee can hear each other trustee, and at such times as the Board from time to time by vote may determine. At least 48 hours before a Board meeting, the Association shall give written notice of the Board meeting via email to each Lot Owner who requests notice of a Board meeting. Any business may be transacted at a regular meeting. The regular meeting of the Board for the election of officers and for such other business as may come before the meeting may be held without call or formal notice immediately after, and at the same place as, the annual meeting of Owners, or any special meeting of Owners at which a Board is elected.
5.06 Special Meetings. Special meetings of the Board may be held at any place designated by the Board in person, by telephone or virtually, provided that each trustee can hear each other trustee, at any time when called by the president, or by two or more trustees, upon the giving of at least three (3) days' prior notice of the time and place thereof to each trustee by leaving such notice with such trustee or at such trustee's residence or usual place of business, or by mailing it prepaid and addressed to such trustee at such trustee's address as it appears on the books of the Association, or by electronic mail or telephone. Notices need not state the purposes of the meeting. No notice of any adjourned meeting of the trustees shall be required.
5.07 Quorum A majority of the number of trustees fixed by these Bylaws, as amended from time to time, shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time. When a quorum is present at any meeting, a majority of the trustees in attendance shall, except where a larger number is required by law, by the Articles, by the Declaration, or by these Bylaws, decide any question brought before such meeting.
5.08 Waiver of Notice Before, at, or after any meeting of the Board, any trustee may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a trustee at any meeting of the Board shall be a waiver of notice by such trustee except when such trustee attends the meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
5.09 Informal Action by Trustees Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if each and every member of the Board in writing either (a) votes for the action or (b) waives the right to demand that action not be taken without a meeting and (i) votes against the action or (ii) abstains from voting. Action is taken under this section only if the affirmative vote for the action equals or exceeds the minimum number of votes that would be necessary to take the action at a meeting at which all of the trustees then in office were present and voted. An action taken pursuant to this section will not be effective unless the Association receives writings describing the action taken, satisfying the above requirements, signed by all of the trustees, and not revoked by any trustee.