Section 3.1. Powers. The Board of Directors shall have the power to elect or appoint all necessary committees or committee chairman, to enter into contracts, to employ agents, contractors, vendors, suppliers, workmen and others, to require any of them to give such bond for the faithful discharge of their duties as may be deemed wise, fix their compensation, if any, prescribe their duties, dismiss any appointed officer or employee, and generally to do and perform all of the necessary, convenient and proper things in carrying out the proper functions of the Association and as set forth in the Articles of Incorporation and the Declaration. The Board of Directors may delegate to any committee or person such powers as the Board may deem wise. The Board of Directors; in addition to the power and authority expressly conferred upon it by these By-Laws, may exercise all such power sand do all such things as may be exercised or done by the Association in accordance with its Articles of Incorporation and the provisions of the Indiana Non profit Corporation Act and the Declaration.
Section 3.2. Number, Tenure and Qualifications. The Board of Directors shall consist of nine (9) Members of the Association; each of whom shall serve for three (3) years and until his/her successor is elected and qualified. No person shall serve more than two (2) consecutive full terms as a Director.
Section 3.3. Vacancies. Except for a Director who is removed, any vacancy occurring on the Board of Directors, caused by death, resignation or otherwise, shall be filled by a majority vote of the remaining members of the Board of Directors. The appointed person shall serve until the end of the term of the Director that is being replaced. If any Director is absent for three (3) consecutive regularly scheduled Board meetings, or a total of five (5) in any 12- month period of time, such Director's absences shall be deemed to create a vacancy on the Board of Directors.
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