Item 26 - Public Hearing Vista Heritage Charter School (601 North Fairview Street)

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from among those persons nominated pursuant to Article VII, Section 4; however, if for any reason an annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting of the Members held for that purpose. As more particularly provided in Article IV, Section 7, cumulative voting is not permitted. (b) Determination of Election Results and Succession to Office. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected as directors and shall take office immediately following their election. In the event there is a tie vote between those candidates who receive the lowest number of votes necessary to qualify the candidate for election, the tie shall be broken by lot. Section 6. Vacancies on Board of Directors. (a) Vacancies Generally. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation, or removal of a director under paragraphs (c) and (d) below; (ii) an increase of the authorized number of directors; or (iii) the failure of the Members, at any meeting of Members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting. (b) Resignation of Directors. Except as provided in this paragraph, any director may resign, and such resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. (c) Authority of Board to Remove Directors. The Board of Directors shall have the power and authority to remove a director and declare his or her office vacant if he or she (i) has been declared of unsound mind by a final order of court; (ii) has been convicted of a felony; (iii) has been found by a final order or judgment of any court to have breached any duty under Corporations Code sections 7233- 7236 (relating to the standards of conduct of directors); (iv) has failed to meet any qualification requirement which existed at the time the director was elected; or (v) fails to attend three (3) consecutive regular meetings of the Board of Directors that have been duly noticed in accordance with California law. (d) Authority of Members to Remove Directors. Except as otherwise provided in subparagraphs(s) (c) and (e) of this Article VII, Section 6, a director may be removed from office prior to expiration of his or her term only by the affirmative vote of a majority of the voting power of the Members. Any membership action to recall or remove a director shall be conducted in accordance with the following procedures: (i) A petition must be presented in person to the President, Vice President, or Secretary of the Association and must carry the signatures of Members in good standing who represented at least 5 percent of the voting power of the membership. Such petition must set forth the reason(s) the petitioners are seeking the director's removal; the signature and Lot number(s) of each petitioner in his or her own handwriting; the name(s) of the sponsor(s) of the petition; and must fulfill all other requirements of law. -11- City Council 26 — 637 1/16/2024