[§421I-5]  Meetings of the board ofdirectors.  (a)  All meetings of the board of directors, other thanexecutive sessions, shall be open to all shareholders, and the shareholders mayparticipate in any deliberation or discussion unless a majority of a quorum ofthe board of directors votes otherwise.  The board of directors may adoptreasonable restrictions on shareholder participation.

(b)  The board of directors shall meet at leastonce each year.  Whenever practicable, notice of all board meetings shall beposted in prominent locations within the project by the resident manager,managing agent, member of the board of directors, or other person designated bythe board of directors, at least seventy-two hours prior to the meeting orsimultaneously when notice is given to members of the board of directors.

(c)  Minutes of the meetings of the board ofdirectors shall include the recorded vote of each board member on all motionsexcept motions voted upon in executive session.

(d)  The board of directors, with the approvalof a majority of a quorum of its members, may adjourn any meeting and reconvenein executive session to discuss and vote upon matters concerning personnel orlitigation in which the corporation is or may become involved, if the general natureof any business to be considered in executive session is first announced in thesession open to all shareholders.

(e)  No board member shall cast that boardmember's vote by proxy.

(f)  A board member shall not be allowed tovote at any board meeting where the board member has a conflict of interest. The board member shall disclose the conflict of interest, in its generalnature, prior to the vote on that matter.  The minutes of the meeting shallrecord the substance of the disclosure of the conflict of interest. [L 1993, c282, pt of §1]