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Section 2. Composition of the Board There shall be no fewer than five (5) and no more than twenty-five (25) Directors of Hibiscus, who shall be representative of the public or community. One ( 1 ) Director shall be the President of Hibiscus Foundation, or his or her designee. Section 3. Term. Each seat on the Board shall have a term of three (3 ) years, however, if the immediate past president is completing his or her Board term, then he or she shall continue to serve on the Board for one ( 1 ) additional year. The Board is to make best efforts to ensure that seats are staggered so that one-third ( 1 /3 ) of the Board is elected at the Annual Meetings. There are no limitations as to the number of terms, whether continuous or not, that a Board member may serve . The employment of Board members and his or her immediate family is allowed but not encouraged. "Immediate family" is defined as a spouse, sibling, parent or child of a Board member. "Employee" shall not be defined to include independent contractor services . Section 4. Elections. 4. 1 Term. A Director shall serve on the Board of Directors until the Annual Meeting of the Board. 4. 2 Nominations. Candidates to be considered by the Nominations Committee for Membership to the Board must be submitted to the Nominations Committee by the March Board meeting. At the May Board Meeting preceding the Annual Meeting, the Nominations Committee shall present candidates for Membership to the Board. 4. 3 Ballots. Ballots will be distributed at the Annual Meeting. Ballots shall be counted at the Annual Meeting by three (3) Board members, whose terms have not yet expired. Section S. Vacancy. Vhcancies on the Board of Directors occurring during the year may be filled for the unexpired term by the Board of Directors of Hibiscus at any Regular Meeting or at any Special Meetings called for that purpose. A Director may not resign a current seat in order to fill another seat. Candidates shall be screened by the Nominations Committee . Section 6. Resignation. Any Director may resign at any time by delivering his or her written resignation to the Board of Directors or to the President or Secretary. Such resignation shall become effective upon acceptance by a vote of a majority of the Directors present at a Regular or Special Meeting, unless it is specified to be effective at some other time or upon the happening of some other event. Section 7. Removal Any Director may be removed for three (3) unexcused absences within a Board year or whenever in the Board ' s judgment the best interests of Hibiscus will be served by such a removal .. This action requires a two-thirds (2/3) vote of Date of Approval by Committee: March 27, 2002 Date of Approval by Board: April 24, 2002 _ .3