Directors

Section 3.2 Powers

 All corporate powers shall be exercised by or under the authority of, and the affairs
of the Corporation shall be managed under the direction of, the Board of Directors.
The Board of Directors shall have and is vested with all and unlimited powers and
authorities, except as it may be expressly limited by law, the Articles of
Incorporation or these Bylaws, to supervise, control, direct and manage the
property, affairs and activities of the Corporation, to determine the policies of the
Corporation, to do or cause to be done any and all lawful things for and on behalf
of the Corporation, to exercise or cause to be exercised any or all of its powers,
privileges, and to seek the effectuation of its objects and purposes; provided,
however, that:
o the Board of Directors shall not authorize or permit the Corporation to
engage in any activity not permitted to be transacted by the Articles of
Incorporation or by a corporation organized under the Act
o none of the powers of the Corporation shall be exercised to carry on
activities which are not in themselves in furtherance of the purposes of the
Corporation
o all income and property of the Corporation shall be applied exclusively for
its nonprofit purposes
o certain actions by the Board of Directors shall, as provided for in these
Bylaws, require Super-Majority Approval. For purposes of these Bylaws,
“Super-Majority Approval” means an affirmative vote by two-thirds (2/3) of
the Directors constituting the full Board of Directors.

Section 3.3 Number

Unless and until changed by the Board of Directors as herein provided, the number of
Directors to constitute the Board of Directors shall be the same number as provided for the
first Board of Directors in the Articles of Incorporation.

The Board of Directors shall have the power to change the number of Directors by
resolution adopted with Super-Majority Approval, provided that in no event shall the
number of Directors be fewer than six or more than 15.

Section 3.4 Election and Terms of Office

 Any Director may be re-elected. Notwithstanding the foregoing, no Director shall

be elected as such Director for more than two (2) consecutive full terms.
 No notice need be given to such newly elected Directors who are present at the
meeting or who sign waivers of notice.