Executive Committee Mtg 04-16-24

Prosposed Bylaws Amendments

Page 22 of 55

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meeting of the members either by first-class mail or by Electronic Transmission not less than ten (10) nor more than sixty (60) days prior thereto.

5.5 At any annual or special meeting of members a quorum shall consist of ten (10%) percent of the members in good standing as of the record date for that meeting, in person or represented by proxy. If a quorum is present, the affirmative vote of a majority of the votes cast by member in good standing in attendance in person or by proxy shall be required to take action (except for the election of directors). Directors shall be elected by a plurality of the votes cast at an election, whether held at a meeting or in the manner set forth in Section 5.6. 5.6 Any action required or permitted to b ebe taken at annual or special meeting of members may be taketaken without a meeting if (a) the Board of Directors determines that such action may be taken in the manner provided by this Section 5.6 and (b) upon the written consent of members in good standing, which written consent may be by Electronic Transmission, who have not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members in good standing entitled to vote thereon were present and voted. In the event such action is taken, the Board of Directors shall cause written notice thereof to be given to all members by first-class mail or Electronic Transmission within ten (10) days thereof. 5.7 The record date for determining the total number of members in good standing and the members in good standing entitled to vote at (a) an annual or special meeting of members (b) in the manner provided in Section 5.6, shall be fixed by the Board of Directors in advance of the meeting nor more than sixty (60) days, nor less than ten days before the date of the meeting, nor more than 60 days before any other action. 5.8 A member in good standing entitled to vote at annual or special meeting of members or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or an authorized agent or representative. A proxy is valid only for the meeting or vote for which it is issued and any adjournments thereof. A proxy is revocable at the pleasure of the member executing it.

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