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Bylaws for Board of Directors

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Section 108 Special Meetings. Special meetings of the Board shall be held whenever called by the Executive Director, by one or more directors or by 7% of the members, at such time and place as may be specified in the respective notice or waivers of notice thereof.

Section 109 Notice and Waiver. Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally, by email, by mail or by fax to each Director at his address. Such notice shall be deemed delivered on the date sent by email or fax or on the date deposited in the US Mail with postage prepaid. Any Director may waive notice of any meeting, either before, at, or after such meeting. Attendance of a Director at a meeting shall constitute a waiver of notice and a waiver of all objections to the place and manner of calling such meeting, except when a Director objects at the beginning of such meeting to the transaction of business because of inadequate notice.

Section 110 Executive Director. The Executive Director shall be Warren E Goodenow until his death or retirement. At all meetings of the Board, the Executive Director, if present shall preside. If the Executive Director is absent, then the President shall preside. In the absence of the Executive Director or President a temporary Vice President chosen by the Board shall preside.

© The Chimorel Group 2005