PROPOSED AMENDMENT TO BYLAWS

AS RESPECTS NOTICE OF BOARD MEETINGS

§4.Regular Meetings. Regular meetings of the Board may be held at the registered office of the Corporation or at such other place or places as the Board may from time to time determine. In addition to the annual meeting, there shall be periodic regular meetings of the Board, held with proper notice pursuant to §6 below, not less frequently than once each calendar month. By no later than the October Directors’ meeting, a special committee will be formed and charged with selecting a slate of at least 3 and no more than 6 nominees to replace the three Trustees and up to three Trustee-elected Directors whose terms will expire that year. This slate will be presented to the Directors at their November meeting, when it may be ratified or amended. It will then be presented at the annual General Membership Meeting, where other nominations will be accepted from the floor. A secret paper ballot will be required unless the nominees are uncontested. All such Board meetings will be open to the Members and announced not less than 10 days in advance to the Members. Any or all trustees may participate in a meeting of the Board or a committee of the Board by means of conference telephone or video conference, provided that all persons participating in the meeting are able to hear each other.

§5.Special Meetings. Special meetings of the Board may be called with proper notice pursuant to §6 below at any time by the President or on the written request of at least a majority of the entire Board. Such meetings shall be held at the registered office of the Corporation or at such other place as the Board may from time to time determine. A quorum must be present at such meetings, minutes will be taken, and all Directors must be informed of the proceedings.

§ 6.Notice. Notice of all meetings of the Board shall be given to each member of the Board by personal delivery, mail, overnight mail, or by e-mail and shall be addressed to the Board member’s last known physical address or e-mail address in the records of the Corporation. Except as provided below for adjourned and special meetings concerning an emergent matter, Aall required notices shall be given at least 10 days prior to any meeting. Regular meetings, including the annual meeting, may be scheduled annually in advance by the Board and no further notice of the date, time, and place of such meetings shall be required. The notices sent by mail shall be deemed delivered when deposited in the US mail, postage prepaid. Notices sent by overnight mail shall be deemed delivered when deposited with a reputable overnight carrier. Notices sent by e-mail shall be deemed delivered when transmitted by the sender. Notice of an adjourned regular or special meeting of the Board need not be given if the time and place are fixed at the Board meeting adjourning and if the period of adjournment does not exceed 10 days in any one adjournment. Notice of a special meeting concerning an emergent matter may be called on short notice of no fewer than 2 days if a majority of Board members consents in writing prior to the issuance of notice of such meeting. An “emergent matter” shall mean any matter for which the President: (i) determines in his or her reasonable sole discretion requires a decision of the Board in fewer than 10 days; and (ii) provides written explanation to the Board containing an explanation of the reasons therefore prior to issuance of the notice of the special meeting.