ARTICLE SIX – DIRECTORS
1. General Powers: The business and affairs of the Company shall be managed by a Board of Directors of the Company which shall exercise all of the power of the Company except such as are by law, the Articles of Incorporation or these Bylaws conferred upon or reserved to the members.
2. Number, Tenure and Qualifications: The number of directors shall be six (6). Each director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified. The time of election shall be as specified by the Board and these bylaws for the annual meeting of the membership. Directors shall be elected by a plurality vote of the members present at the election meeting.
3. Vacancies: Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual meeting of directors.
A vacancy or vacancies shall be deemed to exist in case of death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the members fail, at any annual meeting of membership at which any director or directors are elected, to elect the full authorized number of
The membership may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the members shall have the power to elect a successor to take office when the resignation is to become effective.
4. Compensation and Fees: Directors and members of committees may receive reasonable compensation as may be voted by 2/3rds of the members eligible to vote. Directors and members of committees may be reimbursed for actual expenses in a manner as fixed or determined by the Board. Nothing contained herein shall be construed to preclude any director or officer from serving the Company in any other capacity and receiving compensation therefor, provided that such person shall abstain for any voting of the Board in retaining him for such position or in allowing such compensation to him.