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and filed with the Secretary of the Corporation at least sixty (60) days prior to the date of <br />the meeting at which said nominatibns are to be considered. From the nominations so <br />made and no others, and from the siate presented by the Board, Directors shall be elected, <br />and the person or persons receiving the highest number of votes shall be declared elected. <br />If the election of Directors shall not be held on the day designated herein for any annual <br />meeting of the Members, or at any adjournment thereof, the Board shall cause the <br />election to be held at a special meeting of the Members, which shall be convened as soon <br />thereafter as is possible. <br /> <br />(b) The initial Board of Directors shall consist of three directors, and will be expanded to <br />nine (9). At the first annual meeting of the Corporation, the Members shall elect nine (9) <br />Directors (Places 1, 2, 3, 4, 5, 6, 7, 8, and 9) from the participating Corporation <br />Membership, which Directors will serve from their election until their successors are duly <br />elected and shall qualify. The number of Directors may be increased or decreased by <br />resolution of the Board, but no decrease shall have the effect of shortening the term of an <br />incumbent Director. The first elected directors shall be selected based on the following: <br /> <br /> · each participating city with a population above 500,000 will be guaranteed <br /> one seat. <br /> <br /> · all participating cities with a population greater than 100,000 but not greater <br /> than 500,000 will be guaranteed one seat for the group. <br /> <br /> · all participating cities with a population greater than 50,000 but not greater <br /> than 100,000 will be guaranteed one seat for the group. <br /> <br /> · all participating cities with a population not greater than 50,000 will be <br /> guaranteed one seat for the group. <br /> <br />1669\02~Drat't Bylaws 3 <br /> <br /> <br />