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an individual may be elected or appointed to the Board, except that after two consecutive terms, a member will be ineligible to serve for a period of one year. SECTION 5. POWERS Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation or these Bylaws, the activities and affairs of Downtown Incorporated shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Directors shall exercise the powers of Downtown Incorporated, control its property, and conduct its affairs, except as otherwise provided by law, the Articles of Incorporation, or by these Bylaws. Each Director shall have one (1) vote as to matters before the Board of Directors. SECTION 6. DUTIES It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of Downtown Incorporated, or by these Bylaws. (b) Appoint and remove, employ and discharge and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of Downtown Incorporated. (c) Supervise all officers, agents, and employees of Downtown Incorporated to assure that their duties are performed properly. (d) Establish general policy direction for Downtown Incorporated and the CMD. (e) Set and periodically revise long-term goals and objectives for both Downtown Incorporated and the CMD. (f) Collectively represent the CMD as a whole to the larger community (g) Meet at such times and places as required by these Bylaws. (h) Register their addresses and telephone numbers with the Secretary of Downtown Incorporated. Notices of meetings mailed or electronically transmitted to them at such addresses and telephone numbers shall be valid notices thereof. SECTION 7. COMPENSATION Directors shall serve without compensation, except that the Board of Directors may approve, in advance, reimbursement of expenses incurred by members of the Board in performance of their duties, and/or for special services rendered by a particular Director, provided that such special service is considered reasonable and allowable under these Bylaws. II 19D-23