1. Number - Election. The affairs of the Association shall be governed by a Board of Directors composed of five (5) persons who shall be elected as provided in the Declaration; provided, that the management of Crofton Heights during its initial stage shall be carried out by the Declarant, or a Temporary Board of Directors composed of three persons appointed by the Declarant. The Declarant (and, if appointed, the Temporary Board of Directors during its term of office) shall exercise the rights, duties and functions of the Board of Directors as set forth in these Bylaws. There will be three 3 year positions and two 2 year positions on the board.
2. Removal of Directors - Vacancies. Any Director may be removed and vacancies in the Board of Directors may be filled as provided in the Declaration. A Director elected to fill any vacancy caused by the resignation or removal of a Director shall serve for the unexpired portion of the previous Director's term. The Declarant may remove members of the Temporary Board of Directors with or without cause, and appoint Directors to fill the vacancies thus created without a meeting of the Association.
3. Compensation. No compensation shall be paid to Directors for their services as Directors.
4. Organization Meeting. The first meeting of the Temporary and elected Board of Directors shall be held within ten days of their appointment or election at such place as shall be fixed by agreement of the Board members elected or appointed, and no notice of such meeting shall be necessary, provided a majority of the elected or appointed Board of Directors shall be present.
5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each Director at least three days prior to the day fixed for such meeting, which notice shall state the time and place of the meeting.
6. Special Meetings. Special meetings of the Board of Directors may be called by the President on three days' prior notice to each Director, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President in like manner and on like notice at the written request of two or more Directors.
7. Waiver of Notice. Before or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board of Directors shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.
8. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
9. Official Business. All official business shall be transmitted to the Board of Directors in writing, emergencies excepted, and such written business shall be submitted to the Board of Directors through the President if available, and the Secretary of the Association, if the President is not available.