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� <br />yes, no, or abstain vote on each particular issue for which the proxy was executed. Proxies <br />which do not specify a yes, no, or abstain vote shall not be counted for the purpose of having a <br />quorum present nor as a vote on the particular proposal before the Board. <br />Section 6.6 Consent to Corporate Action. The Directors shall have the right to take <br />any action in the absence of a meeting, which they could otherwise have taken at a meeting, by <br />obtaining the written vote of all of the Directors, vvith at least a majority of the Directors <br />approving the action. The Directors .who register "no" or "abstain" votes must also have waived <br />notice of a meeting of the Directors. Any action so approved shall have the same effect as though <br />taken at a meeting of the Directors. The Secretary shall file such consents with the minutes of <br />the meetings of the Board of Directors. � <br />Section 6.7 Telephone Communication in Lieu of Attendance. A Director may attend <br />a meeting of the Board by using an electronic or telephonic communication method whereby the <br />Director may be heard by the other directors and may hear the deliberations of the other directors <br />on any matter properly brought before the Board. Each Director's vote shall be counted and the <br />presence noted as if that Director were present in person on that particular matter. <br />ARTICLE 7. POWERS AND DUTIES OF THE BOARD OF DIRECTORS <br />Section 7.1 Powers and Duties. The Board may act in all instances on behalf of the <br />Club, except as provided in the Declaration and these Bylaws or the Act. The Board shall have, <br />subject to the limitations contained in the Declaration, and the Act, the powers and duties _ <br />necessary for the administration of the affairs of the Club and of the Kenosha Trout Club <br />Community, and for the operation and maintenance of the community as a first class residential <br />property, including the following powers and duties: <br />(a) Impose a reasonable charge for late payment of Membership Dues and, <br />after notice and hearing, levy reasonable fines or default assessments for a violation of the <br />Declaration, Bylaws, as amended, and rules and regulations of the Club; <br />(b) Exercise any other powers conferred by the Declaration, Bylaws or <br />Articles of Incorporation, as amended; <br />(c) Keep a record of all of its actions and present a statement showing the <br />condition o�'the affairs of the Club at the annual meeting and any other meeting of the <br />Members, as requested. <br />(d) Adopt and amend budgets for revenues, expenditures and reserves, subject <br />to approval by the Voting Members as set forth herein and in ihe Declazation; <br />(e) To keep and maintain full and accurate books and records showing all of <br />the receipts, expenses, or disbursements of the Club; <br />(� All checks, drafts or other orders for the payment of money, notes or other <br />evidences of indebtedness issued in the name of the Club and in such manner as snall <br />from time to time be determined by resolution of the Board of Directors; <br />�- <br />9 W:\CLIENIIKenosha Trout CIublBylaws, Am & Res - Final.wpd <br />January 26. 2000 <br />