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A Not-for-Profit Corporation

Article IV - BOARD OF DIRECTORS.

Section 1 - Number, Election and Term of Office. The number of the directors of the corporation shall be three (3). 1his number may be increased or decreased by the amendment to these bylaws by the Board but shall in no case be less than three (3) director(s). The Board of Directors shall be elected each year. If this corporation has no members then the Board shall be elected by a majority of the votes of the then current Board. If the corporation has members then the Board shall be elected by the members at their annual meeting each director shall hold office until the next annual meeting, and until his successor is elected and qualified, or until his prior death, resignation, or removal.

Section 2 - Vacancies. Any vacancy on the Board shall be filled for the unexpired portion of the term by a majority vote of the remaining directors at any regular meeting or special meeting of the Board called for that purpose.

Section 3 - Duties and Powers. The Board shall be responsible for the control and management of the affairs, property, and interests of the Corporation and may exercise all powers of the Corporation, except as limited by statute.

Section 4 - Annual Meetings. An annual meeting of the Board shall be held on the first (1st) day of May each year unless rescheduled by the Board. . The Board from time to time may provide by resolution for the holding of other meetings of the Board and may fix the time and place thereof.

Section 5 - Special Meetings. Special meetings of the Board shall be held whenever ca1led by the President or by one of the directors, at such time and place as may be specified in the respective notice of waivers of notice thereof.

Section 6 - Notice and Waiver. Notice of any special meeting shall be given al least five days prior thereto by written notice delivered persona11y, mail or by facsimile to each Director at his address. If mailed, such notice shall be deemed to be delivered when deposited in 1he United Stated Mail with postage prepaid. Any Director may waive of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and al1 objections to the place of such meeting, or the manner in which it has been called or convened except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not 1awfu1ly called or convened.


Section 7 - Chairman. The Board of Directors, may, at its discretion elect a Chairman. At all meetings of the Board, the Chairman of the Board, if any and if present, shall preside. If there is no Chairman, or he or she is absent then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

 
 
 

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Section 8 - Quorum and Adjournments. At all meetings of the Board the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws. A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 9 - Board Action. At all meetings of the Board, each director present shall have one vote. Except as otherwise provided by statute, the action of a majority of the directors present at, any meeting at which a quorum is present shall be the act of the Board. Any action authorized, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board with the same force and effect as if the same had been passed by unanimous vote at a du1y called meeting of the Board. Any action taken by the Board may be taken without a meeting if agreed to in writing by all members before or after the action is taken and if a record of such action is filed in the minute book.

Section 10 - Telephone Meetings. Directors may participate in meetings of the Board through use of a telephone if such can be arranged so that all Board members can hear all other members. The use of a te1ephone for participation shall constitute presence in person.

Section 11 - Resignation and Removal. Any Director may resign at any time by giving written notice to another Board member, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation sba11 take effect upon receipt otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed for cause by action of the Board.

Section 12 - Compensation. No state salary shall be paid to directors, as such for their services, but by resolution of the Board a fixed sum and/or expenses of attendance, if any may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 13 - Liability. No director shall be liable for any debt, or liability of the Corporation.

 
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