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BOYS & GIRLS CLUB OF INDIAN RIVER COUNTY, INC. <br /> CONSTITUTION and BYLAWS <br /> Page 4 <br /> ARTICLE VI - BOARD OF DIRECTORS <br /> Section 1 -- The business, property and affairs ofthe corporation shall be managed by a board <br /> of directors, which shall have the power to : initiate and approve plans and programs for the welfare <br /> of Boys & Girls Club members ; have custody and management of the land, buildings, equipment, <br /> securities and all other properties of the corporation; adopt the annual budget of the corporation; <br /> borrow money; raise and disburse funds ; invest and reinvest funds of the corporation; sell, buy and <br /> exchange properties and securities of the corporation, make contracts ; appoint the executive director <br /> and appoint, or delegate the power to appoint, other employees of the corporation; perform all other <br /> duties and have such other powers as may be necessary to carry out the purpose of the corporation. <br /> Section 2 -- The number of members of the board of directors, who shall be members of the <br /> corporation, shall be fixed by the members of the corporation at their first meeting, and this number <br /> may be changed at any annual meeting, provided, however, there shall not be less than (5 ) members <br /> of the board of directors, exclusive of any officers of the corporation who may be ex- officio <br /> members of the board of directors . <br /> Section .3 -- At the first meeting of the members of the corporation, one third of the members <br /> of the board of directors shall be elected for one year. one third for two years and one third for three <br /> years, from among the members of the corporation. At each annual meeting thereafter, one third the <br /> number of directors shall be elected for three year terms . If the number of members of the board of <br /> directors is increased at any annual meeting, the additional members shall be elected in equal number <br /> for one, two and three year terms, and if the number of members is reduced at any annual meeting, <br /> the terms of the remaining members shall be adjusted, as may be necessary to provide an equal <br /> - kA� 7 <br />