Section 1. Directors. The initial number of directors of the Association shall be three (3). The number of directors of the Association shall increase to five (5) as of the first annual meeting following the conveyance of the one hundredth (10Oth) Lot within Taberna; the number of directors shall increase to seven (7) as of the first annual meeting following the conveyance of three hundred (300) Lots within Taberna. It shall be the objective of the Association to provide a wide range of representation of the Board of Directors of the Association from among different communities within Taberna, and from among different use categories of owners, such as permanent residence, second home residence, lot owners and homeowners. In order to achieve this objective, the nominating committee shall use best efforts to nominate candidates from these different segments ‘of the Taberna community.
Section 2. Selection. The directors named in the charter of this Association shall serve until the first annual meeting of the Association.Beginning with the first annual meeting of the Association, all directors, except directors designated by Declarant, shall be selected by vote of all Lot owners. Cumulative voting shall not be allowed. All directors designated by Declarant shall be designated for a one (1) year term; all other directors selected by election shall be elected for two (2) year terms. Prior to the first annual meeting. Declarant, acting as a nominating committee, shall nominate from among Lot owners other than Declarant an equal number of candidates as there are directors to be elected; each year thereafter, a nominating committee selected by the Board of Directors of the Association shall nominate an equal number of candidates as there are directors to be elected. A list of nominees of the nomination committee shall be circulated to the owners with the notice of annual meeting. Each such nominee must have consented to stand for election. Additional nominations from the floor will be accepted prior to the election; however, no nomination from the floor will be accepted, unless the nominee is
in attendance personally at the meeting, or has given in advance of the meeting written agreement to serve if elected.
At the first annual meeting of the Association, Declarant shall select all but one (1) director, and the Lot owners (exclusive of Declarant) shall select one (1) director. Declarant shall continue to select all but one (1) director, and the members, exclusive of Declarant, elect one (1) director, until the earlier to occur of the- following:
1. The 1998 annual meeting; or
2. The first annual meeting at which the number of directors increases to five (5).
At such time, and until such time as the number of directors increases to seven (7), Declarant shall select three (3) directors, and the members, exclusive of Declarant, shall elect two (2) directors.
At such time as the total number of directors increases to seven (7), Declarant shall select four (4) directors, and the members (exclusive of Declarant) shall select three (3) directors. This selection process and election shall continue until such time as seven hundred (700) Lots have been conveyed by Declarant to third parties. At the first annual meeting thereafter, Declarant shall select three (3) directors, and the members shall elect four (4) directors. At each annual meeting following conveyance of additional fifty (50) Lot increments, the number of directors selected by Declarant shall decrease by one (1) , and the number of directors elected by the members shall increase by one (1) . Notwithstanding any other provision contained herein, the members shall select, all but one (1) Director beginning with the annual meeting held in 2008; the members shall begin selecting all Directors at such time as Declarant is actively offering for sale within Taberna no lots owned by Declarant. Should Declarant, by written statement delivered to the Association and recorded in the Office of the Register of Deeds of Craven County, elect to limit the total number of combined Lots and Living Units within Taberna to a number less than Eight Hundred Twenty Five (825), which reduced number shall be so specified in such notice, then and in that event the time at which four (4) directors are elected by the membership, as specified above, shall be accelerated. In such event, and instead of such election being made at the first annual meeting following the conveyance of seven hundred (700) Lots, such election shall be made at the first annual meeting following conveyance of a number of Lots equal to seven hundred (700) less the difference between nine hundred (825) and the newly determined maximum number of Lots. As an example, if the maximum number of Lots is established as Eight Hundred (800) instead of Eight Hundred Twenty Five (825) , the membership shall elect four (4) directors at the first annual meeting following the conveyance of Six Hundred Seventy Five (675) Lots. Declarant may reduce the maximum number of Lots by recordation of more than one statement at different times. As used herein, any successor in development rights to Declarant, assigned such rights by Declarant, shall be considered Declarant for all purposes.
Declarant shall not cast votes for directors not selected by Declarant as long as Declarant is entitled to select a majority of the directors; however, Declarant shall be entitled to cast one (I) vote for each Lot owned by Declarant in any election after Declarant is not entitled to select a majority of the directors. Declarant shall not, however, cast any vote for a shareholder or employee of Declarant.
Notwithstanding any other provision contained herein, the membership shall elect all Directors at any time following the recordation in the office of the Register of Deeds of Craven County of a statement properly executed by Declarant transferring this right to the members and to the Association.
All directors elected by the Association membership shall be owners of Lots. Directors selected by Declarant need not be owners of Lots within Taberna. Directors may be re-elected.
Section 3. Removal and Vacancies. Declarant may remove at any time any director selected by Declarant; directors elected at an annual meeting may be removed at any time upon affirmative vote of a majority of the Lots entitled to vte, with or without cause. In the event of any removal, resignation or vacancy in any of the directorships, the remaining members of the Board of Directors shall elect a person to serve as a successor to the removed, resigned or vacant office, who shall hold office for the balance of the unexpired term, and shall succeed to a membership in the Board of Directors for the same term, except that Declarant shall name the replacement of any director removed, which director was appointed by Declarant. The election held for the purpose of filling said vacancy may be held at any regular or special meeting of the Board of Directors, and such election shall be subject to the requirements of Section 2 above.
Section 4. Annual Meetings. The annual meeting of the Board of Directors shall be held at such place as may be agreed upon by the Board of Directors, and shall be held immediately following the adjournment of the annual meeting of the Lot owners.
The Board of Directors may establish a schedule of regular meetings to be held at such place as the Board of Directors may designate, in which event no notice shall be required to be sent to the said Board of Directors of said regular meetings once said schedule has
been adopted.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the President, and in his absence, by the Vice-President, or by a majority of the members of the Board of Directors, by giving three (3) days notice, in writing or by telephone call, to all of the members of the Board of Directors of the time and place of said meeting, said notice to be served on each member of the Board of Directors by the Secretary of
the Association. By unanimous consent of the Board of Directors, a special meeting of the Board of Directors may be held without notice at any time or place. All notices of special meetings shall state the purpose of the meeting.
Section 6. Quorum. A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the members of the Board.
A majority of those present at any annual, regular or special meeting shall have the power to adjourn the meeting to a future time, provided that written notice of the new time, date and place shall be mailed to or personally served on each member of the Board of Directors by the Secretary of the Association at least three (3) days prior to the time fixed for said meeting.
Section 7. Compensation. The officers and directors of the Association shall serve without compensation solely forholding such office.