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Meeting of Directors

501 Regular Meetings

A reorganization meeting of the Board of Directors shall be held as soon as practical after the election of directors at the annual meeting. A regular monthly meeting of the Board of Directors shall be held at such time and place as the Board of Directors may direct. Such regular monthly meetings may be held without notice other than such resolution fixing the time and place thereof.

502 Special meetings

Special meetings of the Board of Directors may be called by Board of Directors resolution, or by any three (3) directors, or by the Chair, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given. The Board of Directors, the Chair, or the directors calling the meeting shall fix the date, time and place for the meeting. Special meetings may also be held via telecommunication without regard to the actual location of the directors at the time of such a telephone conference meeting if sufficient notice is given and a quorum is present. All those present at the meeting by telephone conference must be able to simultaneously hear each other.

503 Notice of Special Meeting

Written notice of the date, time, place (or telephone call) and purpose or purposes of any special meeting of the Board of Directors shall be given at least five (5) days prior to the meeting, delivered personally, electronically or mailed to directors at their billing addresses. The attendance of a director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting unless such attendance shall be for the express purpose of objecting to the transaction of any business, or of one or more items of business, on the ground that the meeting was not lawfully called or convened.

(Amended Annual Meeting 09/14/01)

504 Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a quorum of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time, but shall cause the absent directors to be duly and timely notified of the date, time and place of such adjourned meeting. If a director, by law or these Bylaws, is disqualified from voting on a particular matter, such director shall not, with respect to consideration of such matter, be counted in determining the number of directors in office and present. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A tie vote is a defeat of a resolution.

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