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Article V Governance Section 1 : The management of the affairs of this Council shall be vested in the Board of Directors consisting of not less than . five (5) and not more than twenty-five (25) members (not including any ex officio members) , to be elected at the Annual Meeting by the membership-at-large , according to Section 4 of this Article . The number of Directors shall be fixed by the Board of Directors from time to time ; provided , however, that no reduction of the number of Directors shall have the effect of shortening the term of any incumbent Director. Section 2: The Board of Directors shall have full responsibility for the management of the business of the Council . It shall determine the policies governing the administration and operation of the Council . It shall have full responsibility for the financial affairs and for the ethical and professional standards of the Council . Section 3 : Nominations , A Nominating Committee shall be appointed by the Chairman one month after taking office and shall prepare a slate of candidates for the Board of Directors , including the officers . The slate shall be presented to the Board of Directors at the last regularly-scheduled meeting of the Board of Directors before the Annual Meeting of the general membership and sent to the general membership with the notice of the Annual Meeting . Independent nominations may be submitted with the prior written consent of the nominee . Section 4 : Election. All members of the Board of Directors subsequent to those originally named incorporators shall be elected at the Annual Meeting of the general membership . The directors shall be divided into three separate classes . Each class will consist, as nearly as possible , of one-third of the number of directors then constituting the whole board . The term of office of those of the separate classes shall be staggered so that the term of each class of directors expires in separate years . In case of any increase in the number of directors , the additional directorships so created may be filled in the first instance in the same manner as a vacancy in the Board of Directors . The term of 'office shall be three (3) years . A member may be reelected for one ( 1 ) additional three (3) year terld. " A member shall not be eligible for reelection until the expiration of one ( 1 ) year following two (2) cbnsecutive three (3) year terms plus any partial term served as a result of election to fill a vacancy under Section 6 of this Article or any other completed term of less than three (3) years . Section 5 : Removal . Members of the Board of Directors with either a) three (3) unexcused absences within a twelve- month period, or b) three (3 ) excused absences in a six-month period , from regularly scheduled meetings • BYLAWS OF CULTURAL COUNCIL OF INDIAN RIVER COUNTY , INC . Page 3