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<br />. the remaining board members necessary to bring the number of Directors to <br />nine (9) will be elected at large. <br /> <br />(c) The first elected directors shall serve until December 31, 2003. The subsequent <br /> <br />Board Member Selection Process will be determined by the first elected Board based <br /> <br />upon aggregation project load of participants and must be established before December <br /> <br />31, 2003. The directors elected as a result of using the subsequent Board Member <br /> <br />Selection Process shall serve two (2) year staggered terms with directors serving in place <br /> <br />numbers that are odd elected in odd numbered years and those serving in place numbers <br /> <br />that are even elected in even numbered years, except that the initial even place numbered <br /> <br />directors will stand for re-election after one year. <br /> <br />(d) Except for the initial Board, each Director of the Board must be an official or full- <br /> <br />time salaried employee of a Member. Any Director who is an official or full-time <br /> <br />salaried employee of an entity that ceases to be a Member participant of the Corporation, <br /> <br />and any Director who ceases to be an official or full-time salaried employee of a <br /> <br />Member, shall be automatically disqualified to serve as a Director, and the position shall <br /> <br />become vacant, such vacancy to be filled in the manner provided in Section 2.5 of this <br /> <br />Article II. <br /> <br />2.4 Removal. Directors may be removed from office, with or without cause, by an <br /> <br />affirmative vote of the majority of the Members then entitled to vote at an election of the <br /> <br />Directors at an annual meeting of the Members or a meeting called expressly for that <br /> <br />purpose; provided, no action to remove any Director shall be sufficient unless written <br /> <br />1669\02\Draft Bylaws <br /> <br />4 <br />