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ARTICLE THREE <br /> Board of Directors <br /> 3 . 1 Composition . The Board of Directors shall consist of not less than fifteen ( 15 ) and not <br /> more than twenty-four (24 ) voting members , who shall be elected to the Board of <br /> Directors in their sole discretion. There will be at least two (2 ) directors who reside in <br /> each of the five geographical areas of the state as defined by Exhibit A. <br /> 3 . 2 Term . The Board of Directors shall have the power and authority to make appointments <br /> of Directors taking office on July 1 , 1998 , for various term lengths, so as to allow for <br /> staggered terms of subsequent Directors . Thereafter, all terms of appointment shall be <br /> for a term of three ( 3 ) years . Subsequent appointments will be by election at the annual <br /> meeting of the Board of Directors . No Director shall serve more than three (3 ) successive <br /> three-year terms without a minimum of one ( 1 ) year' s absence from the Board; provided, <br /> however, the Immediate Past Chair and any Director who has been elected to serve as <br /> Chair or Vice Chair shall be permitted to continue as Directors for as long as they shall <br /> hold such positions , and the time served by a director prior to July 1 , 1998 , shall not be <br /> considered in applying the term limitation. <br /> 3 . 3 Vacancies . Any vacancy in the Board of Directors arising at any time and from any <br /> cause, including the authorization of an increase in the number of Directors, may be filled <br /> for the unexpired term by the Board of Directors upon the advice of the Governance <br /> Committee, but the Board of Directors shall not be bound by the recommendations of <br /> such Committee . Unless otherwise provided by the Board of Directors, each Director so <br /> elected shall hold office until the expiration of his or her term and the qualification of his <br /> Pr her successor. <br /> 3 . 4 Removal . Any Director may be removed at any time by a two-thirds (2/3 ) vote of the <br /> Board of Directors with or without cause . <br /> 3 . 5 Voting by Proxy or Substitution . Voting by proxy or substitution shall not be <br /> permitted . <br /> 3 . 6 Compensation . No Director of the corporation shall receive , directly or indirectly, any <br /> salary, compensation, or emolument therefrom as such Director. The Corporation shall <br /> be authorized to reimburse the reasonable expenses of Directors incurred in furtherance <br /> of the objectives of the corporation. <br /> ARTICLE FOUR <br /> Meetings of the Board of Directors <br /> 4 . 1 Place of Meetings. Meetings of the Board of Directors may be held at any place within <br /> or outside the State of Florida as set forth in the notice thereof or in the event of a <br /> meeting held pursuant to waiver of notice , as may be set forth in the waiver, or if no place <br /> is so specified , at the principal office of the corporation. <br /> Revised and annroverl by the State Rnard of nirmtnrs 12/R/00_ <br />