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Section 7. Waiver of Notice. Any action taken at any meeting of the Board of Directors, however <br />called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular <br />call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors <br />not present, individually or collectively, signs a written waiver of notice, a consent to holding the <br />meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose <br />of the meeting. All waivers, consents, and approvals shall be filed with the Association records or made <br />a part of the minutes of the meeting and shall have the same force and effect as a unanimous vote of the <br />Board. The requirement of notice of a meeting shall also be deemed to have been waived by any Director <br />who attends the meeting without protesting the lack of proper notice either before or at the inception of <br />the meeting. <br />Section 8. Adjournment. A majority of the Directors present, whether or not constituting a <br />quorum, may adjourn any meeting to another time and place. If the meeting is adjourned for more than <br />24 hours, notice of adjournment to any other time or place shall be given prior to the time of the <br />adjourned meeting to the Directors who are not present at the time of the adjournment. Except as <br />provided above, notice of adjournment need not be given. <br />Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board <br />of Directors may be taken without a meeting, if all members of the Board, individually or collectively, <br />consent in writing to that action. Such action by written consent shall have the same force and effect as <br />a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the <br />minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of <br />the Board. <br />If prompt or immediate action of the Board is necessary and there is insufficient time to comply with <br />the notice requirements set forth herein, reasonable efforts shall nevertheless be made to contact all Board <br />members regarding the proposed action in advance thereof, rather than relying on notification after the <br />fact. <br />Section 10. Compensation. Directors, Officers, and Members of Committees shall not be entitled <br />to compensation for their services as such, although they may be reimbursed for such actual expenses as <br />maybe determined by resolution of the Board of Directors to be just and reasonable. Expenses for which <br />reimbursement is sought shall be supported by a proper receipt or invoice. <br />ARTICLE IX <br />Duties and Powers of the Board <br />Section 1. Specific Powers. Without prejudice to the general powers of the Board of Directors set <br />forth in Article VII, Section 1, the Directors shall have the power to exercise all powers vested in the <br />Board under the Governing Documents, including without limitation Article V of the Declaration, and <br />under the laws of the State of California. <br />-15- <br />City Council 26 — 641 1/16/2024 <br />