RES 361 Draft 01 2020-2022 - Laserfiche WebLink

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be established as one year, two years,and thtee years by the Board of Directors such that approximately one third(1/3)of the Directors'terms shall expire each year. Terzns of Directors shall be limited such that no Director may serve for more than 5 consecutive Years. Directors may be elected for successive terns. A.fl_er a Director,has been elected to and served two full consecutive terms,he/she naay,after a one year absence from being a member of the Board of Directors, serve for not more than two additional terms, SECTION 5.3. Standards for Directors. A director shall discharge the director's-duties prescribed by these bylaws and as otherwise Provided by law as e director, including the directoes duties as a member of a committer in good faith, wfth the care an ordinarily prudent person fn a like position would exercise under similar conditions and in a manner the director reasonably believes to be in the best interests of the corporation. SECTION 5.4. Votigg. At all meetings of the of the.Board of Directors,each Director shall vote in person. Voting by proxy shall not be permitted at any meeting of the Board of Directors oz of any committees,boards, or bodies created by the Board. (Please note: this Provisiordoes not provide far voting by etnaiL ?his.needs to be discussed-by Board given the desire ofsonze members to do so in the past). __.. SECTION 5.5. Removal. The active members of the corporation may at any time depose or remove$orn office for oz without cause, any director, officer, subordinate officer, or agent. The Board of Directors may at any time, for or without cause,remove from of 5ce or discharge from employment any officer, subordinate officer, or agent appointed by it or by any person under authority delegated by it. Regular i