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' , the Board receives legal advice to resolve a matter concerning pending or contemplated litigation, the Board may elect to preserve ' the attorney-client privilege in any appropriate manner, or it may elect to disclose such information, as it deems appropriate, in an open meeting. ARTICLE TWO: DIRECTORS AND DIRECTORS MEETINGS , Section One. Election and Terms of Office. The terms of the Directors shall be fixed at lwo years. At the annual meeting, Members shall elect two directors for two-year terms and in alternate years, three directors for two-year terms. At the expiration of a term of office of each director, his or her successor shall be elected to serve for a term of two years. Directors shall hold office until their successors have been elected and hold their first meetlng. The secret ballot procedure set out in Rules Article , One, Section One shall be followed for the election of Directors at annual Members meetings. Following the annual meeting and at the �rst meeting of the directors, the new board of directors shall elect a president, vice president and /or secretary and treasurer and other o�cers as the board of directors may create, for a one year term at that position and be eligible for re-election. Removal: Any director or directors may be removed by a majority vote of the SOA board or members entitled to vote. The board may remove a director for cause and a successor shall be appointed by voting members at the next annual meeting. � In the event of death or resignation of a director his successor shall be selected by the remaining members of the board and shall service for the unexpired term. Upon the death, resignation or removal of a director, all property of SOA shall be retumed immediately. ' $ection Two. Meetinas Ooen to Members. Shall be held when called by the president of the board or by any two (2) directors, after not less than three (3) days notice to each director. All meetings of the Board of Directors are open to every Member, or to any person designated by a Member in writing as the Member's representative, and all Members or designated representatives so desiring shall be perrnitted to attend, listen and speak at an appropriate time during the deliberations and proceedings; except that, for regular and special meetings of the Board, Members � who are not Directors may not participate in any deliberation or discussion unless expressly so authorized by a vote of the majority of a quorum of the Board. The Board may place reasonable time restrictions on those persons desiring to speak during the meeting but shall permit a Member or Member's representative to speak before the formal action is taken on an item under discussion, in addition to any other opportunities to speak. The Board shall provide for a reasonable number of persons to speak on each side of an issue. Agendas for meetings of the Board of Directors shall be made reasonably available for examination by all Members or their � representatives. The Board may provide the agendas in electronic form, such as by posting on a web site or othervvise, in addition to providing the agendas in printed form. Section Three. Minutes Minutes shall be taken at all meetings of the Board of Directors. The minutes shall be kept as ' permanent records and available for inspection and copying as provided in Rules Article Five. Section Four Res�onsible Governance Policies. All members of the Board of Directors shall follow the Responsible Govemance Policies set out in Rules Article Six. � Section Five. Audit Policv. The Directors shall ensure that the books and records of the association are subject to an audit, using generally accepted auditing standards, or a review, using statements on standards for accounting and review services, at least once every two years by a person selected by the Directors. Such person need not be a certified public accountant except in the case of an audit. � � An audit is required by law only when both of the following conditions are met: (1) the Association has annual revenues or expenditures of at least two hundred fifty thousand dollars; and (2) an audit is requested by the owners of at least one-third of the units represented by the association. Copies of an audit or review shall be made available upon request to any Member no later than thirty days after its completion. Section Six. Budaet Procedure. Within ninety (90) days after adoption of any proposed budget for SOA, the Board of � Directors shall mail, by ordinary first class mail, or otherwise deliver a summary of the budget to all the Members and shall set a date for a meeting of the Members to cbnsider the budget. Such meeting shall occur within a reasonable time after mailing or other delivery of the summary, or as allowed for in the Bylaws. The Directors shall give notice to the Members of the meeting as required by these Rules. The budget proposed by the Board of Directors will be deemed approved by the Members in the absence of a veto ' at the noticed meeting by a majority of all Members, whether or not a quorum is present. In the event that the proposed budget is vetoed, the budget last proposed by the Board of Directors and not vetoed by the Members must be continued until a subsequent budget proposed by the Board of Directors is not vetced by the Members. ARTICLE THREE: OFFICERS � D TIES: The board of directors must enforce the covenants. Legal action may be pursued if inembers do not keep their property according to the covenants. The services of a lawyer can be called upon if deemed necessary. The board of directors must reply to letters from members. Directors must follow up on all complaints from the members. The board of directors shall not be held liable for any action taken to enforce the covenants. The board of directors shall keep corporate and financial records, and make � annual reports to the members. They shall fix, change or amend any assessments as required to provide the association with sufficient operating capital. The board of directors shall have an audit review of the financial records approximately 30 days before ' �