Bylaws of Hudson Bayou Neighborhood Association, Inc. - Page 3

B. Duties of the Board of Directors. The Board of Directors shall transact all business of the Hudson Bayou Neighborhood Association, Inc. It shall determine the policies, fiscal matters, employment of professionals and staff and, in general, assume responsibility for the guidance of the affairs of the Corporation.

C. Emergency. The Board of Directors shall have full authority to take action in any emergency arising between annual membership meetings.

D. Quorum. The presence of a majority of all the directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority (or a minimum of three) of directors present at a meeting when a quorum is present shall be the act of the Board of Directors.

E. Time of Meeting. The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the members each year. Additional board meetings will be held as needed upon the call of the President or by two (2) of the directors. Notice of such meetings shall be given to each director not less than twenty-four (24) hours before the meeting, unless each director shall waive notice thereof before, at, or after the meeting. Announcement of such meetings shall be made to the members not less than twenty-four (24) hours before the meeting.

F. Vacancies. Vacancies in the Board of Directors shall be filled by election by the remaining directors. Each person so elected shall remain a director until his successor is elected by the membership at the next annual meeting.

G. Power to Elect Officers. The members, at the annual meeting, shall elect a President, a Vice President, a Secretary and a Treasurer. The Board of Directors shall have the power to fill any vacancy in any office, occurring for any reason whatsoever.

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