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SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS <br />Notwithstanding any other provision of these Bylaws, not more than twenty-five percent (25%) of the <br />persons serving on the Board may be interested persons. For purposes of this section, "interested <br />persons" means either: <br />(a) Any person currently being compensated by Downtown Incorporated for services rendered it <br />within the previous twelve (12) months, whether as an officer or employee, independent <br />contractor, or otherwise, or <br />(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, <br />daughter-in-law, mother-in-law, or father-in-law of any such person. <br />SECTION 9. RESIGNATION AND REMOVAL <br />(a) Resignation. Any Director of Downtown Incorporated may resign at any time by giving written <br />notice to the President or to the Board. Such resignation shall take effect at the time specified <br />therein and, unless otherwise specified therein, the acceptance of such resignation shall not be <br />necessary to make it effective. Three (3) consecutive absences from regular meetings of the <br />Board of Directors shall constitute resignation, effective at the conclusion of the third (3?d) such <br />meeting, unless prior approval has been granted by the Board of Directors. No Director may <br />resign if Downtown Incorporated would then be left without a duly elected Director or Directors <br />in charge of its affairs, except upon notice to the Attorney General. <br />(b) Removal. <br />(i) Absenteeism by a Director of more than three (3) Board Meetings in a six (6)-month <br />period without a leave of absence granted by the Board of Directors shall be grounds for <br />removal by a two-thirds (2/3) majority vote of the Board of Directors, such removal to <br />take effect upon such vote. <br />(ii) Any Director may be removed from office if a simple majority of the Regular Members, <br />with or without cause, vote for removal of said Director. <br />(iii) Any Director is subject to removal from the Board of Directors, with cause, by a two- <br />thirds (2/3) majority vote of Directors present and voting. <br />Vacancies created by reason of any resignation or removal shall be filled as provided in Article V <br />Section 10 of these Bylaws. <br />Nothing herein shall prohibit the Board of Directors from granting a leave of absence if, in the opinion <br />of the Board, such leave will not affect the operations of the Board. <br />12 <br />19D-24