A. The board shall consist of three or more members, not to exceed five members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles of incorporation fix the number.

B. A director shall hold office for the term for which he or she is elected and until his or her successor is elected, or until removal from office pursuant to the by-laws or articles of incorporation. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a later time as set forth in the notice of resignation.

C. A director shall discharge his or her duties in good faith, with the care an ordinary prudent person in a like position would exercise under the circumstances, and in a manner he or she reasonably believes to be in the best interests of the corporation.

D. A majority of the members of the board then in office constitutes a quorum for transaction of business, unless the articles of incorporation or bylaws provide for a larger or smaller number. The vote of the majority of the members present at a meeting at which a quorum is present constitutes the action of the board. [Ord. 18-23 Art. III §  9.07.20, approved 6/12/23.]