R-2001-03 - Laserfiche WebLink

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2.2 Identity. The identity of the advisory members of this Corporation shall be determined by the Board of Directors (each, an "Advisory Member"). 2.3 Non-Liability of Advisory Members. The Advisory Members shall not be individually liable for the debts, liabilities, or obligations of the Corporation. ARTICLE 3 BOARD OF DIRECTORS 3.1 Number, Tenure, and Vacancies. The direction and management of the affairs of the Corporation and the control and disposition of its properties and funds shall be vested in a Board of Directors (the "Board") which shall consist of not less than three (3) persons. Such number of directors shall from time to time be fixed and determined by the Board of Directors of the Houston-Galveston Area Council, a political subdivision created under Tex. Local Gov't Code Ann. SS391 ("H-GAC Board") and shall be set forth in the notice of any meeting of the H-GAC Board held for the purposes of electing directors. Until changed by the H-GAC Board in accordance with these Bylaws, the number of directors constituting the Board shall be three (3). The original directors shall hold office until the first annual meeting of the directors and until their successors are duly elected and qualify; thereafter, directors so elected shall hold office for a period of one (1) year and until their successors are duly elected and qualify. A director elected by virtue of an increase in the number of directors of the Corporation shall hold office until the next annual meeting of directors and until his or her successor is duly elected and qualifies. A vacancy shall be declared in any seat on the Board upon the death, resignation or removal of the occupant thereof, or upon the disability of any occupant rendering him or her permanently incapable of participating in the management and BYLAWS Page 2 of 11