ARTICLE III

ARTICLE III: BOARD OF DIRECTORS

The Board of Directors shall consist of the Officers, and selected at-large members.

Section 1. Duties

The Board of Directors shall manage the affairs of the corporation.

Section 2. Number and Qualifications

The number of Directors may vary between a minimum of five and a maximum of 15.

Section 3. Term and Election

     The term of office for Directors shall be for three years, except the initial appointment may be for a shorter term in order to create staggered terms among Directors. The Board shall make provisions to stagger the terms of Directors so that each year approximately one-third of the Directors’ terms shall expire.
     A Director may be re-elected without limitation on the number of terms she or he may serve.
     The Board shall elect its own members by a two-thirds vote of the Directors present, provided a quorum is in attendance, except that a Director shall not vote on that member’s own position.

Section 4. Removal

Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of two-thirds of the Directors then in office.

Section 5. Vacancies

Vacancies on the Board and newly created Board positions shall be filled by a two-thirds vote of the Directors present, provided a quorum is in attendance. The person elected to fill a vacancy shall hold the position for the remaining term of the person vacating the position.

Section 6. Quorum

The quorum at a Board meeting shall be a majority of the number of Directors in office immediately before the meeting begins. The Board of Directors shall act in accordance with all federal, state and local laws.

Section 7. Regular Meetings

The Board of Directors shall meet at least four times per year.

Section 8. Special Meetings

Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors, by the Chair of the Board or by the majority of the Directors then in office. Notice of such meetings describing the date, time, place and purpose of the meetings shall be delivered to each Director personally, by telephone, by

mail, or e-mail given the Director has given a written consent to notice by e-mail not less than two days prior to the special meeting.

Section 9. Alternative Meeting Venue

Any regular or special meeting of the Board of Directors may be conducted by telephone conference call or through use of any means of communication by which all Directors may participate.

Section 10. Action Without a Meeting

Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting, provided a majority of Directors agree and consent, in writing, setting forth the action to be taken.

Section 11. Compensation

Directors shall serve as such without salary or compensation, but may be reimbursed for expenses related to Board service.