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directors with voting rights present and entitled to vote at a duly held meeting. Proxies will not be permitted for the Board of Directors. 5.7 Action Taken Without a Meeting. An action required or permitted to be taken at a meeting of the Board may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the Board members entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those Board members, unless a different effective time is provided in the written action. 5.8 Vacancies. A Board vacancy will be filled by a person elected within 15 days following the vacancy by a vote of the Members with voting rights or by the remaining members of the Board, regardless of their number, except for vacancies created pursuant to Sections 5.2 and 5.9. Each elected person will serve out the vacated term. 5.9 Removal. A director elected by the Members may be removed, with or without cause, by a vote of the Members eligible to elect the director at any Members' meeting, if(a)the notice for the meeting states such purpose, (b)the director to be removed is given the right to be heard at the meeting, and (c) a new director is elected to fill the vacancy caused by the removal. A director elected by the Members may also be removed by the Board if the director has more than two unexcused absences from meetings of the Board or Members during any twelve month period, or any assessments on the director's Lot are more than 60 days past due. Such vacancies will be filled by a vote of the Members eligible to elect the director. 5.10 Compensation. Except as authorized by the Members, the directors will not receive compensation for their services as directors. A director may, upon Board approval, be compensated for goods and services provided to the Association in the director's individual capacity. Directors may be reimbursed for out-of-pocket expenses incurred in the performance of their duties. 5.11 Fidelity Bond. Fidelity bonds or insurance coverage for the unlawful taking of Association funds may be obtained and maintained on all directors and officers authorized to handle the Association's funds and other monetary assets. SECTION 6 OFFICERS 6.1 Principal Officers. The principal officers of the Association shall be a President, a Secretary, and a Treasurer. The Board may elect other officers and designate their duties as may be necessary to manage the Association's affairs. A person may hold more than one office simultaneously. Only the President must be a member of the Board. FSq*=bw5.200&CM 02 H F'0ATAU"-16W1V3ybwavMd pw 7