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



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



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



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



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



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