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9 initiatives, [Irectors at Large shaH a�so act as Liaisons Ibetw corm the Board and Committees to ensure IMeIrTiber feedback is acted upon in a timeiy fa Norm. c. No Term Limits. There are no terryi knits for arry Director at Large. Section 6.4: Removal of Directors Any Director (including Officers who are Directors) may be removed: a. WrthOUt cause Iby the Members as provided un HRS 414D.-'138 (a)-(g), b, Without cause by a two-thirds majority vote of the Directors then in office for, an Officer app6nted by thie Board as perrnifted Under HRS 414D-138(h), This does not appiy to Officers and Directors appointed to fiH vacancies for Officers arid Directors �,.,iected by the Mernbeirs. c� For, m ass ng three (3) RegUiar Board Meetings dUr'irIg their current term un ess expressly eXCLIsed by action of the Board, by ma�ohty vote of the D: rectors thein en office as permitted under i-,iRS-414 tub 138(i), d. Any active KeaUhou (".'anoe C,'.IIub rnen-ibeir who, iS CUrreinfly practicing with or corripeting for, another MOKU '0 HAWAH Canoe Club during regatta season (Jarkiary to the �--iCRA State Race in AkAgLlSt) shaH not be aHMAfed to be a IfBoard Mernber of the KeaUtIOU Canoe Ciub. ff they ak-eady serve on tire Board, they shaH irnrnediate y foiffeit their seat, and the Board sl-4Hi fiii the vacancy e, For caUse, by majority vote of the Dire(,,,,tors then k-u office for the IDir,ector's faHuire to perforr'n their duty m for other iroasons deerned necessary troy the Board The Secretary, or other Iperson designated by the President, shali provide noti,ficaton of thin proposed action to the affected D4-ector with sufficient firne for the Director's preparation of an appeaL The date, time and iocation of: the Meeting shaH be inch,ided ki the notice, f Uniess otherwise required by law, a Board nien"uber subject to rernovai under this sec Uon shaH be recused frwn ffie vote but shaH be C.OLAnted for qUorum arid deterrrrin ng the required vohing threshoU as a Director thein in office, Section 6.5: Vacancies The Board shaH fiH any Director At L.arge vacancy within thirty (30) days of the vacancy Section 6.6: Cornpensation, Loans and Guaranties 'T'he Officers and Directors of the CkJb wiH recehve no worm perisation for their services and may be reirnbuirsed orfly for reasonaWe expenses re ated to the bUs,4iess of the Ciub that have been approVEd by the Board. Loans w-gUaranties of the obfigations of Officers and Directors are prohibited by haw. Section 6.7 Exernption frorn Liability Except for gross negIligence, ariy Ipeiraon who serves as a [Irector or Officer of the CiUb W&IOUt renurnerafion or the expectation of realUnerafion us not fiatAe for darnage, injLffy, or, Coss caused by or reSUffing firorn s ,mh persori's performance of, or fa bare to perfoirrn duties of the pos4iorr to which the person was eiected or appointed, Decf,�rnber 17,, 2023 26-03