ETTER FROM THE PRESIDENT

The Secretary shall, if directed by the Board, provide notice of this Section and
the Board’s intent to remove the absent director within ten (10) days after such director
has not attended three (3) consecutive meetings of the Board. Such notice shall be a
prerequisite for removal for absence and shall be provided in the manner set forth in
Article X of these Bylaws.
Section 8. Filling Vacancies. Vacancies on the Board caused by death,
resignation, disability, removal or such other cause shall be filled by appointment of a
new director by the affirmative majority vote of quorum of the remaining directors. A
director filling a Board vacancy shall serve for the balance of the unexpired term left by
the vacancy.
Section 9. Compensation. Directors, as such, shall not receive stated salaries for
their services, but nothing in these Bylaws shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation therefor.
In addition, the directors of this Corporation may be reimbursed for reasonable out-of-
pocket expenses incurred by them in rendering services to this Corporation, as the Board
of Directors from time to time determines to be directly in furtherance of the purpose of,
and in the best interest of, the Corporation.
Section 10. Meeting Without Notice. Any director may in writing or orally,
either before or after any meeting of the Board, waive notice thereof and without notice,
any director by his attendance at, and participation in, shall be deemed to have waived
notice of the action or actions taken at any meeting of the Board of Directors. Whenever
all of the directors of this Corporation shall be present and consent to, or participate in, a
meeting thereof, such meeting shall be deemed to be a legal meeting and the business
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