5.3. ERMUSR 05-11-2004 - Laserfiche WebLink

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SECTION 3 BOARD OF DIRECTORS 3.1 Governing Power. The business and affairs of the Corporation shall be managed by or under the control of the Board of Directors. The Board of Directors shall have all the powers and duties necessary and appropriate for the administration of the affairs of the Corporation, consistent with law, the Articles of Incorporation, and the Bylaws of the Corporation. 3.2 Number; Qualifications. The number of directors of the Corporation shall be set from time to time by the Class A Members, but in any event shall be no less than three (3). Directors must consist exclusively of persons directly elected or appointed by Class A Members of the Corporation and shall be adult natural persons and need not be residents of the State of Minnesota. No Class A Member shall be have more than one representative serving as a director at any one time. 3.3 Election and Term of Office. Directors shall be elected by the Class A Members at their annual meeting or at any duly held special meeting of the Class A Members by the affirmative vote of a majority of the Class A Members present and entitled to vote. Cumulative voting for directors shall not be permitted. The term of office of each director shall be three (3) years; provided, however, that the terms of office of the directors shall be staggered so that the terms of no more than one-third (1/3) of the directors shall expire in any one year, and for this purpose the initial terms of some directors may be for less than three (3) years. There shall be no restriction on directors serving successive terms. Each director shall hold office until the annual meeting of the Class A Members in the year his or her term of office expires and until his or her successor shall have been elected and shall qualify, or until his or her sooner death, disqualification, resignation, or removal as provided herein. 3.4 Vacancies. One (1) or more vacancies shall be deemed to exist on the Board if the number of directors is reduced for any reason below three (3). The remaining directors shall, in such event, act promptly to fill any vacancy on the Board by election of a new director. 3.5 Resignation. A director may resign at any time by mailing or personally delivering written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice. No resignation may be effective prior to the time such notice is given. 3.6 Removal. A director may be removed at any time, with cause, by the affirmative vote of a majority of the Class A Members. However, no director shall be removed prior to the expiration of his or her term of office, unless the notice of the regular or special meeting at which removal is to be considered states such purpose. If removal of a director reduces the size of the Board below three (3) persons, a new director shall be elected at the same meeting to fill the vacancy. 3.7 Compensation. Directors and any members of committees established by the Board shall serve without compensation. Directors may be reimbursed for actual expenses