PROPOSED AMENDMENTS TO BYLAWS

Article IV of the Bylaws is hereby amended as follows:

§2.Composition, Tenure and Election. The Board shall consist of no less than 9 and no more than 265 individuals each of whom shall be known as a “Director” with the actual number as determined in the manner prescribed below. More specifically, 9 of the Directors (i.e., the “Trustees”) shall be elected by the Members and the remaining 176 Directors, if any, shall be elected other than by the Members, as set forth in more detail below. Directors must pay membership dues and otherwise must be Members in good standing, and are responsible for formulating and executing the policies of the Corporation. An individual may serve an unlimited number of terms as a Board member.

The Board shall be comprised of the following Directors: (A) 9 Directors (i.e., the Member-elected Directors), who shall be elected to 3-year class terms by the Members and shall be designated as “Trustees”; (B) up to 34 Directors (i.e., the Trustee-elected Directors) who shall be elected to 1-year terms by the Trustees; (C) and up to 13 Directors (i.e., the Board-elected Directors), who shall be elected to 1-year terms jointly by the Trustees and Trustee-elected Directors.

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§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 34 and no more than 67 nominees to replace the three3 Trustees and up to three4 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.

Article VI of the Bylaws is hereby amended as follows:

§1.Titles and Interim Election. The Trustees (i.e., the Member-elected Directors) who will be holding office when the officer’s term commences shall elect, by a majority vote at a meeting at which at least a majority of Trustees is present, a President (who shall also serve as chairperson of the Board), a Vice President, a Treasurer, and a Secretary; provided that these officers will be chosen from the Member-elected Directors and Trustee-elected Directors who will be holding office when the officer’s term commences. The term of the President, the Vice President, the Treasurer, and the Secretary shall be one calendar year and until a successor is duly elected and qualified. As it deems necessary from time to time, the Board may, by a majority vote of all the Board members present at a meeting at which a quorum is present, elect any other officers as are deemed necessary, for a term to be decided by the Board. The persons serving as President, Vice President, Treasurer and Secretary need not be Trustees. The duties of the officers shall be such as are imposed by these bylaws and from time to time prescribed by the Board. Officers may serve no more than two consecutive terms in a single office. Subject to the procedures for filling of vacancies as provided in §8 below, officers will be elected at the December Directors’ meeting in accordance with the foregoing procedures, and their terms of office will begin on the first day of the following year and last for the calendar year until the 31st of the following December. In addition to these terms of office, the Treasurer will continue to serve in an advisory capacity until the taxes have been finalized for the year in which he or she has served.

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§2.President. The President shall have general charge and supervision over and responsibility for the affairs of the Corporation, subject to the approval of the Board. The President shall preside at Board meetings and see that all resolutions of the Board are carried into effect. The President shall perform other duties as may from time to time be assigned to him or her by the Board or specifically required to be performed by law or these bylaws. The President must be a Trustee (i.e., Member-elected Director) and will preside at Board meetings and administer the policies of the Corporation. The President, as well as the Treasurer, will have the authority to sign checks drawn on the general account of the Corporation.