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lntian of the Board: Should said meeting fall; upon a legal :y~lida;•, t2zen that meeting .shall be held at the same time on the next day which is not a legal holiday. _, Special Keetinge. Special meetings, of the Board. of Directors snail 6e'held when cailed',by the.-President-,of e Asscciatiati, or by any:two '2) uirectors, after 'not Tess than three ice} Say. _ice to each Di-ector. 3. Quorum, Six t6) of the Directors shalt constitute a quorum for tie transact_~jr. of b€ssiziess. Every act::: or decisian lone or made b•,~ a n,a}arity of the then incumbent - Directars shah be re;arde~ as an act of the :Board., unless the Artcies of Incorporation, these By-Laws, the Nebraska Non-Profit Corporation 13et cr the Master Deed require a higher Qercentage o£ votes for specific actian to be taken. 4. Proxies. A duty- designated and qualified Director naay gi~Fe hxs proxy to another Director; in writing, -for general or specific purposes, S. ~iacanes. any vacancy occurring in the of'`ice o_` director shall~e railed by appointment by the othe*_' ~e:rbers o£ the Soard. Such appointee shall serve until the next annual meetinr~ of the i+iemrs at which annual mtietii~q the ~l,embers shall effect a person tss serve as ^arector Tor the balance df the'term of the'vacatin~r Directoz, 6. ~amgensatian: Nc meroer ;,= the Board. of Directors :shah recezve any,evmpensatar 1 ;: the Assocataon for acting as such, except that members shall r•?ceive reamhuzsemer.t far.: expenses actuaii~: incuzre~: .".~~ theme us ?irectors'. 7. Z.aabaT~ of Directors. The',nembers of the Board of Directors shalt not ~ liable to the vi31a owners for any mistake of -u:3y:r~en*_, neyii~;eace, or athe~wise, except for their own inuivi:3u33 will, u. ~iscanduct-or bad faith. The members of the Beard o~ Directors shalt "ravw_ no personal liability with resne~ct to ar.r contract made by th+em.an behalf of the Association. B'.~ery'agreement made by'the E~oazc3 c~ lei: ectors ~,r by the .,.anaging agent or by the manager on behalf of the Asscciaticn snail nrevide that-tl,=e members of the'Baard of ~irectcrs shalt provide that the :rembers ~f the_ Bz3aZ'r2 of Directors cr the savaging agent; or the manager, as'the'case mav_• be, are ac*_in, only as agents *cr *_he F~sscciaticn asld snail have na personal liaiblity thereunder. ARTZCi,F VS. Powers aru Duties cf the Boarri of uirectors i. Powers. i4ith re;~ard to the Francis villas Ccndoroinium Property ReSir+e, over whiC3: t::is corporation has r+anagem,er.t responsibility, the Boas of Directors shai'_ have ewer t~~: ia1 Adopt and publish rules ar:d regulsticns ~,o:;err.iag *_he use c~ the Gom:~on Eler:+ents arc: aoilit~s, and the personal conduct of the me~ers anu ~~:eir. :guests `he r.~•~ ,, and to estabiis h Penalties rc< tr.e _nl~r.:etio^ ther~~~*; +;b} Susper..~ the tin:, ~ =~hts rape the ,_ rh'.: -~c; use or the recrea±icnal faCi?ities ci a .-11.a ,~wner axir-:c; a:z}~ period in whic~ soon ~ri?'a owner s:.ail ire _.. . e~auit r.~ the. pay>-.,ent o: at~~ assessments Ie•~ied -_ _:e <;s~-ocirit.i~:~.