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. (e exercised and done by the members. The powers of the Board shall include, but not be limited to, all of the rights and duties of the Board as set forth elsewhere in these By-Laws and the Articles of Incorporation, and in the protective covenants applicable to the subdivision and in Article II above, and shall also include the power to promulgate such rules and regulations pertaining to such rights and duties as may be deemed proper and which are consistent with the foregoing. The Board may delegate such duties as appear in the best interests of the Association and to the extent permitted by law. The Board may, by contract, delegate the routine opera- tion and management of Association affairs to a Managing Agent to be selected by and responsible to the Board. Such Managing Agent shall be an individual, firm or corporation, which is knowledgable and experienced in real estate manage- ment, and such agent will have a capital and operating organization reasonably sufficient in the opinion of the Board to enable it to finish efficient and adequate services. At each annual meeting the Managing Agent shall submit to the Board a comprehensive report on his activities for the preceding year. 3. Election and Term of Office. The Board shall be elected at the regular annual meetings of the members of the Association by the members. At each election for directors, the owners of each membership entitled to vote shall have the right to cumulate such votes by giving one candidate as many votes as the number of directors multiplied by the number of votes which such owners have a right to cast shall equal, or by distributing such votes on the same principle among any number of such candidates. Directors shall serve a term of one year and until their successors are duly elected and qualified. 4. Vacancies. Vacancies on the Board caused by any reason shall be filled for the unexpired term of office by vote of the majority of the remaining Directors even though they may consist of less than a quorum and each member so elected shall be a Director until his successor is duly elected by the members of the Association at the expiration of the term. 5. Removal of Directors. At any regular or special meeting of the members, anyone or more of the Directors may be removed,either with or without cause, at any time by the affirmative vote of a majority of the memberships of record and a successor and a successor may then be'elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members of the Association shall be given an opportunity to be heard at the meeting. - 4 -