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ARTICLE V. DIRECTORS SECTION 1. NUMBER (a) Downtown Incorporated shall have fifteen (15) Directors and collectively they shall be known as the Board of Directors. (b) The Board of Directors shall be comprised of thirteen (13) seats elected by the membership from Group 1 of the Regular Membership, one (1) ex Officio seat designated for the appointed representative of the City of Santa Ana, two (2) seats appointed by the twelve elected Directors, one of which will be from Group 2 or Group 3 of the Regular Membership, and two of which are not a Regular Member, but shall be downtown business owners who do not also own property within the Downtown Santa Ana Community Management District. (Revised in 2011 to include two merchant business owners). Due to the partnership with California State University, Fullerton a suggestion was made by the board that there be an academic representative to serve on the Board. September 16, 2010 a motion was made and seconded, to add an Academic Representative to the board. Due to lack of quorum at the September meeting an electronic vote to all Board members was sent out. It was a unanimous vote to elect Mike McGee to serve for a period of 1 year with renewal each year similar to the merchants and resident representative. (Board of Directors increased from 12 to 13, amended at the September 2010 Meeting). Ex Officio and appointed Directors shall be allowed to vote on all matters before the Board, but shall not be eligible to hold office. (Amended at the October 2009 Mtg). No longer shall the Ex Officio be allowed to vote on all matters before the Board. SECTION 2. USE OF THE TERMS "DIRECTORS" AND "BOARD" The words "Directors" and "Board" as used in the Articles of Incorporation of Downtown Incorporated, or in these Bylaws in relation to any power or duty requiring collective action, mean "Board of Directors." SECTION 3. QUALIFICATIONS, ELIGIBILITY, AND ELECTION All Directors, except the ex officio and appointed Directors, shall be Regular Members of Downtown Incorporated who shall be elected at the Annual Meeting of Members. A person must have been a member for at least one (1) year to be eligible to serve as a Director. Directors shall be elected by Regular Members in good standing in an election process conducted in a manner and voting procedure determined by the Board of Directors. SECTION 4. TERM A full term for an elected Director shall be for a period of three (3) years commencing with the annual organizational meeting described in Article V Section 11 of these Bylaws. Ex Officio and appointed Directors shall be appointed for a one (1) year term. There shall be no limit on the number of terms 10 19D-22