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Article V. Each Director shall serve for a term of three (3) years, except that the initial three (3) Directors shall serve terms of one (1), two (2) and three (3) years, respectively, so that no more than one (1) Director is elected or appointed in a given year. Section 3. Election and Appointment of the Board of Directors. The Commission shall retain the right to appoint: a. three (3) directors as long as the Commission owns not less than twenty- five percent (25 %) of the total land area within Blackthorn (exclusive of Common Areas, Landscape Easements and Conservation Easements, as defined in the Covenants); two (2) directors as long as the Commission owns not less than fifteen percent (15 %) of the total land area within Blackthorn (exclusive of Common Areas, Landscape Easements and Conservation Easements, as defined in the Covenants); one (1) director until such time as the Commission relinquishes its right to appoint one (1) director. The Nominating Committee shall recommend nominees for elected positions to the Board of Directors. A nominee must receive the vote of a majority of the Membership of the Corporation. Section 4. Vacancies. Any unexpired term on the Board of Directors shall be filled by a person appointed or elected in the manner provided in - Section 3, herinabove. Section 5. Compensation. Members of the Board of Directors shall receive no compensation for services as Directors of the Corporation. Section 6. Annual Meetinei. Unless otherwise agreed upon, the Board of Directors shall meet each year, immediately following the October annual meeting _ of Members at the place where such meeting of the Members was held and for the purpose of organization, and consideration of any other business which may be brought before the meeting. Notice of such annual meeting shall be included in the written notice of the =annual meeting of the Members. Section 7. Other Meetines. In the event of an emergency requiring action by the Board of Directors, notice may be given to each Director by telephone specifying the time, place and purpose of the emergency meeting. Section 8. Quorum. A majority of the membership of the Board of Directors shall be necessary to constitute a quorum for the conduct of business. The act of the majority of the membership of the Board of Directors shall be the act of the Board of Directors.