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would cause such reliance to be unwarranted. <br />(c) A person who performs the duties of a director in <br />accordance with subdivisions (a) and (b) shall have no <br />liability based upon any alleged failure to discharge the <br />person's obligations as a director, including, without limiting <br />the generality of the foregoing, any actions or omissions which <br />exceed or defeat a public or charitable purpose to which a <br />corporation, or assets held by it, are dedicated. <br />Section 4. Term of Office. Each director shall serve <br />for two years, or until his successor shall have been elected <br />and shall have qualified. <br />Section 5. Manner of Selection. One half plus one of <br />the full Board shall be selected in even - numbered years, and <br />the remainder in odd - numbered years. <br />Selection of the new directors shall be made annually <br />at the regular meeting of the Board for the month of January. <br />A nominating committee appointed by the full Board and <br />consisting of three members of said Board shall submit to the <br />full Board at least thirty (30) days prior to the selection of <br />new directors, a slate of endorsed candidates. Additional <br />nominations may be made by individual members of the Board on <br />or before the date set for the selection. Selection shall be <br />made by closed preferential ballot. <br />A vacancy on the board through any cause shall be <br />filled by a majority of remaining directors, though less than a <br />quorum, or by a sole remaining director, and each director so <br />elected shall hold office until his successor is elected at an <br />-5- <br />