Declaration of
COVENANTS, CONDITIONS AND RESTRICTIONS (CC&R's)
and
BYLAWS
prepared by Cruise Ship Condos LLC,
Developer and Declarant,
on behalf of
World Yacht Club Ltd, Association
of Shareholders
ARTICLE VII - BOARD OF DIRECTORS | SELECTION | TERM OF OFFICE
7.01. Number. The authorized number of directors of the Association shall be nine, until changed by a majority vote of the Directors at a regularly scheduled meeting.
7.02. Election and Term. Members of the Board of Directors, Committee Chairmen and members of the WYC Committees of World Yacht Club shall be appointed by Declarant. Founding Directors shall serve until the Second Annual Meeting of the WYC Shareholders. Subsequent Declarant appointments shall serve until the First Shareholders (Owners) Meeting.
Additional members for the Board and Committee Chairmen shall be elected by the WYC Board of Directors. One third of directors elected shall serve for 3 years, one third for 2 years and one third for 1 year. The Secretary shall keep a record of the term for which each Director is elected. At the Shareholder Meetings additional directors shall be elected as needed to establish and maintain the authorized number of directors. One Third of those receiving the most votes shall serve for three year terms, followed by one third for two year terms and the balance for one year terms. All positions on the Board shall be filled at such first election, in accordance with the provisions set forth below.
Except as provided in the following sentence, each director shall serve for a term of two years (until the second ensuing annual meeting of Members). At the first annual meeting of Members, the three directors receiving the highest number of votes shall each be elected for a term of two years, and the two directors receiving the next highest number of votes shall each be elected for a term of one year. At each annual meeting of Members thereafter, directors shall be elected to fill vacancies created by resignations or expirations of the terms of directors or otherwise. If any annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of Members held for that purpose. All directors, including any directors elected to fill a vacancy, shall, subject to the terms and provisions of these Bylaws, hold office until the expiration of the term for which elected and until their respective successors are elected and qualified.
7.03. Vacancies. Vacancies in the Board shall be filled by a majority vote of the remaining directors, or by a sole remaining director, except that a vacancy created by the removal of a director may be filled only by the vote of a majority of all Members at a duly held meeting. Each director so elected shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified at an annual meeting of Members, or at a special meeting called for that purpose.
Subject to the provisions of Section 6.10(f), any director may be removed
from the Board, with or without cause, by a vote of the Members cast in the same
manner as such votes may be cast for the election of directors as set forth in
these Bylaws.
The entire Board may be removed from office
by vote of the Members. The vote shall be taken for each Board Member
individually. If the vote for removal is 75% or greater the removal is
effective immediately. If the vote for removal is less than 75%, the
member being removed shall serve until the expiration of the term for which he
was elected.
A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by a final order of court or who has been convicted of a felony, or if the Members shall increase the authorized number of directors.
The Members may at any time elect directors to fill any vacancy not filled by the directors in a timely manner and may elect the additional directors at the meeting at which an amendment of these Bylaws is voted authorizing an increase in the number of directors.
Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, a successor may be elected by the Board to take office when the resignation becomes effective.
No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
7.04. Compensation. No director shall receive compensation for any service he may render to or on behalf of the Association; provided, however, that nothing contained herein shall be construed to preclude any director of the Association from serving the Association as agent, counsel or in any capacity other than as director, and receiving compensation therefore, and it shall not be construed to preclude any director from being reimbursed for his actual expenses incurred in the performance of his duties.