Board of Directors

Article V of Bylaws

Section 1: The affairs of the corporation shall be managed by its Board of Directors.

Section 2: The number of Directors shall be eleven (11). Directors must be members of the Corporation. (as amended October 21, 1997).

Section 3: The Board shall be elected by the membership at the annual meeting. The Board shall be elected for three (3) year terms on a rotating service whereby initially four (4) Directors shall be elected for a three (3) year term, four (4) shall be elected for a two (2) year term, and three (3) shall be elected for a one (1) year term. As each initial term expires, Directors shall be elected to serve a three (3) year term. Each Director shall serve until the annual meeting at the end of this term or until his or her successor shall have been elected. The President shall appoint a nominating committee at least thirty (30) days prior to the election. The nominating committee shall submit a slate of nominees for service on the Board at the membership meeting. Nominations may also be received from the floor at the membership meeting. (as amended October 21, 1997).

Section 4: Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by a majority vote of the Directors then serving and present at a regular or special meeting of the Board.  A Director so elected to fill a vacancy shall serve for the unexpired term for his or her predecessor in office.

Section 5: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 6: Any action required by law to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Directors, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by a majority of the Directors entitled to vote with respect to the subject matter thereof.

Section 7: A resignation from the Board must be in writing and signed by the Director and will be effective upon acceptance of the Board.

Section 8: Any Director who fails to attend three (3) consecutive meetings of the Board without an acceptable excuse, may be removed by two-thirds (2/3) affirmative vote of the remaining members of the Board.

Section 9: Directors may also be removed by two-thirds (2/3) vote of the Board whenever determined to be in the best interests of the corporation.