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<br />notice that such action is to be considered shall have been given to all Members by the <br /> <br /> <br />Chair or Secretary at least sixty (60) days before the meeting. <br /> <br />2.5 Vacancies. Any Director may resign at any time by giving written notice to the Secretary <br /> <br /> <br />of the Corporation. Such resignation shall take effect at the time specified therein; and, <br /> <br /> <br />unless otherwise specified therein, the acceptance of such resignation shall not be <br /> <br /> <br />necessary to make it effective. Any vacancy occurring in the Board may be filled by the <br /> <br /> <br />affirmative vote of a majority of the remaining Directors though less than a quorum. A <br /> <br /> <br />Director elected to fill a vacancy shall be elected for the unexpired term of his .or her <br /> <br /> <br />predecessor in office. Any place on the Board to be filled by reason of an increase in the <br /> <br />number of Directors shall be filled by the affirmative vote of a majority of the Directors <br /> <br />then in office. A Director chosen to fill a position resulting from an increase in the <br /> <br />number of Directors shall hold office until the next annual meeting of Members, at which <br /> <br />time a successor shall be elected to serve until the expiration date set for his or her <br /> <br />designated place. <br /> <br />2.6 Regular Meetings. A regular meeting of the Board shall be held annually in conjunction <br /> <br />with the annual meeting of Members, for the purpose of organization, election of officers, <br /> <br />and consideration of any other business that properly may come before the Board. The <br /> <br />Board may provide, by resolution, the time and place for the holding of additional regular <br />meetings. <br /> <br />1669\02\Draft Bylaws <br /> <br />5 <br />