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order for business to be conducted at a Membership Meeting, at least 51 % of the members must be represented and voting, either in person or by proxy. 3. Special Meetings. Special meetings of the membership may be called by the Board of Directors or by a simple majority by a notice in writing, including the proposed agenda, no less than 7 nor more than 50 days in advance of the meeting. ARTICLE III. Powers and Duties of the Board of Directors 1. Management. The business affairs and property of the Association shall be managed and controlled by the Board of Directors. The Board of Directors shall have the duty to maintain, operate, repair, and replace the common elements as described in the declaration of the Covenant, to administer the Operating Fund, if any, and to perform such other duties as shall be appropriate to the management of the subject property for the use, enjoyment and benefit of the members of the Association in accordance with the terms and provisions of the Declaration. The Board of Directors shall have the authority to contract and bind the Association, save and except as otherwise provided in the By-Laws. The Board of Directors are expressly given full powers (not inconsistent with these by-laws, the Declaration which is filed in the records of the County Clerk of Lamar County, Texas, and applicable provisions of law) to accomplish the foregoing purposes. 2. Authority. The Board of Directors shall have power to make rules for their own government and for the government of the Association; and to prescribe and enforce penalties for violations of the rules and by-laws of the Association, and to exercise such other powers as may be necessary or proper to attain the object of the Association. The Board of Directors shall have the authority to create committees and to specify the duties of any such committees so created. 3. Responsibility. The Board of Directors will cause to be kept a complete record and accounting of its acts and corporate affairs. It will present a summary thereof to the members at the annual meeting. These records will be accessible to members at any time upon special request. 4. Development Review Board. As specified in Section 2, Article IX in the Covenants, the Board of Directors shall appoint a development review board to act for the benefit of and protection of the members. ARTICLE IV. Officers 1. The officers of the Association shall consist of a President, a Vice-President, and a Secretary-Treasurer, each of whom shall be elected by the membership at its annual meeting. The Board of Directors shall have full authority to remove from office any officer of the Association by the vote of a majority of the members of the Paris Industrial Park Property Owners Association Bylaws Page 2 of 3