POLICIES AND PROCEDURES
ARTICLE II
DIRECTORS
1. Funtions And Definition. The business of the Authority shall be managed by the Board. The use of the term "Board" herein refers to the total number of directors which the Authority would have if there were no vacancies.
2. Qualification And Number. The Board shall consist of nine (9) members. The Boardshall be appointedby the Governor of the State of Delaware (the "Governor"). Four members shall be appointed from a list of at least ten (10) nominees submitted by the largest not-for-profit association representing manufactured homeowners in the State of Delaware. Of the four so appointed, one must be an owner and resident of a manufactured home located in Sussex County, Delaware, one must be an owner and resident of a manufactured home located in Kent County, Delaware, and one must be an owner and resident of a manufactured home located in New Castle County,Delaware. The fourth member must be an owner of, but need not reside in, a manufactured home located in the State of Delaware. Four other members shall be appointed from a list of at least ten (10) nominees submitted by the largest not-for-profit association representing the manufactured home industry in the State of Delaware. Two of these members must reside in Delaware, and each such member must be either a community owner (as that term is defined in 25 Del. Code Section 7003(d)) or agent or designated representative of a community owner. One additional member shall be appointed by the Governor from the public at large, who need not be a resident of Delaware.
3. Term. Except for the initial Board, all members of the Board shall serve for six (6) year terms, with each term ending on June 30. The terms of the initial Board shall be as follows: Three (3) directors shall serve for two (2) years, and shall be designated as Class I Directors; Three (3) directors shall serve for four (4) years, and shall be designated as Class II Directors; and Three (3) directors (one of whom shall be the chairperson of the Board) shall serve for six (6) years, and shall be designated as Class III Directors. Upon the expiration of the terms of the original directors, the term of each director appointed thereafter shall be six (6) years. The initial directors are set forth on Schedule A attached hereto.
4. Meetings.
Time: Meetings shall be held at such time as the Board shall fix, but shall be held at least quarterly. All meetings of the Board shall be subject to the provisions of the Delaware Freedom of Information Act, Chapter 100 of Title 29, and except for executive sessions, shall be open to the public and advance notice will be given in accordance with applicable statutory requirements.
Place: Meetings shall be held at a central location in the State of Delaware unless a different location is agreed to by 75% of the Board members.
Special Meetings: Special meetings may be called by or at the direction of the Chairperson, or at the direction of a majority of the directors in office.
Notice Or Actual Or Constructive Waiver: Written notice of the time and place shall be given for meetings in sufficient time for the convenient assembly of the directors thereat, and shall be issued in compliance with Delaware law, including the provisions of 29 Del. Code Section 10004(e). An agenda will be sent to each director no less than seven (7) days before the next scheduled meeting, if feasible, provided however that the agenda may be modified as necessary in advance of a meeting in which case the maximum period of notice will be required. Any requirement of furnishing a notice shall be waived by any director who signs a written waiver of such notice before or after the time stated therein.
Quorum And Action: Five (5) directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the provisions of 25 Del. Code Section 7011 et. seq., the act of the Board shall be the act by vote of a majority of the directors present at a meeting, a quorum being present. A Director is not entitled to vote on any matter before the Authority if such Director knowingly has a financial interest in the outcome of such matter, and in such case, the Director shall inform the Chairperson of his or her conflict and said information shall be recorded in the minutes of the meeting.
Chairperson Of The Meeting: The Chairperson of the Board, who shall be appointed by the Governor, shall preside at all meetings. If however the Chairperson is unable to attend the meeting, the meeting shall be presided over by any other director chosen by the Board.
5. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Authority. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers of the Board in the management of the business and affairs of the Authority, and may authorize the seal of the Authority to be affixed to all papers which may require it. In the absence of disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
