Looking for interpretation

Posted By ReneeD on 08/23/2007 4:05 PM
Following is from our Declaration, in particular Amendment wording "by election by a majority of the remaining Directors". Thanks. -ReneeD

REMOVAL OR RESIGNATION OF DIRECTOR: Any Director may be removed from office, with or without cause, by action of the Voting Members at any annual meeting or at a special meeting called for such purpose. Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard at the meeting. Any Director may resign at any time by submitting his written resignation to the Board. If a Director ceases to be either an Owner or a Voting Member, he shall be deemed to have resigned as of the date of such cessation. A successor to fill the unexpired term of a Director who resigns or is removed may be elected by the Voting Members at any annual meeting or at any special meeting called for such purpose and any successor so elected shall serve the balance of his predecessor’s term.
AMENDMENT dated & approved on ___________: All provisions of this section shall remain unchanged, except: that a successor to fill the unexpired term of a Director who resigns or is removed may be elected by the voting members at any annual meeting or at any special meeting called for such purpose by election by a majority of the remaining Directors and any successor so elected shall serve the balance of his predecessor’s terms.

It is saying that any member can remove a Director with or without cause at an annual meeting or a meeting called for the sole purpose of removing the Director, however it would have to be a quorum in accordance with your voting section. The Director is afforded an opportunity to be heard at that meeting, if the Director so chooses. The Director could also choose to resign. The term of this vacating Director would be voted on by the members at this annual meeting or duly called meeting to remove said Director in accordance with your voting section.