ARTICLE 5:Board of Directors (Continued)

Section 5.9 Place of Meetings of Directors.
Meetings of the Board of Directors will be held at such place or places as the President determines from time to time.

Section 5.10 Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at such times and places as are specified by the Board of Directors or the President from time to time.

Section 5.11 Annual Meetings of Directors.
One meeting each year shall be designated the annual meeting of the Board of Directors. Written notice stating the date, time and place of each annual meeting will be delivered to each registered member not less than ten (10) days before the date of the meeting, either personally or by first class mail, by facsimile or by electronic mail (e-mail), by or at the direction of the President or the Secretary. If mailed, such notice will be deemed to be delivered when deposited in the mail addressed to the member at the address as it appears on the records of this Association, with postage prepaid. Such notice need not state the business to be transacted at, or the purpose of such meeting.

Section 5.12 Call of Special Meetings of Directors.
A special meeting of the Board of Directors may be called by any one of the following the President or a majority of the Directors.

Section 5.13 Notice of Special Meetings of Directors.
Written notice stating the date, time and place of any special meeting of the Board of Directors will be delivered to each Director not less than ten (10) business days before the date of the meeting, either personally or by first class mail, by facsimile or by electronic mail (e-mail), by or at the direction of the President, or the Secretary, or the persons calling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the mail addressed to the Director at his or her address as it appears on the records of this Association, with postage prepaid. Such notice must state the business to be transacted at such meeting.

Section 5.14 Waiver of Notice of Meeting of Directors.
Notice of the date, time, place, and purposes of any meeting of Directors may be waived in writing, either before or after the holding of such meeting, by any Director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of such meeting.

Section 5.15 Quorum of Directors.
A simple (50%+1)majority of the Board of Directors then serving shall constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required by law, by the provisions of the Articles of Incorporation or by these Bylaws. Where the number of board members falls below the minimum a quorum shall still be more than fifty percent (50%+1) of the minimum number of board members, and the only business the board shall be authorized to conduct shall be to take action to return the number of board members to the minimum.

Section 5.16 Directors' Meetings by Communications Equipment.
Meetings of the Directors may be held through any means of communications by which all Directors participating simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 5.17 Action by Directors without A Meeting.
Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all of the Directors. The action must be evidenced by one or more written consents describing the action taken and signed by each Director. Any such written consent shall be filed with or entered upon the records of the Association. Consent signed under this section has the effect of a meeting vote and may be described as such in any document. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date.

Section 5.18 Ratification.
Any Director not present at a meeting may ratify the validity and actions that took place in such meeting by signing a written document so indicating ratification. Such ratification shall be deemed to be an affirmative vote for every action taken in the meeting, unless otherwise specified in the writing. Such ratification shall also be deemed to constitute personal presence at such meeting.


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