KNOW ALL MEN BY THESE PRESENTS, that we the members of The Builders Exchange, having originally associated ourselves together for the purpose of forming a body corporate under the provisions of Sections 6522 to 6527, inclusive, General Statutes of Minnesota for 1913, and all acts amendatory thereof and supplemental thereto, and having accepted the provisions of Chapter 317, Minnesota Statutes Annotated; and, have adopted and elected to be governed and deemed organized under the provisions of Chapter 317A, Minnesota Statutes, do hereby adopt the following Articles of Incorporation:

ARTICLE I

The name of the corporation shall be The Builders Exchange.

ARTICLE II

The purpose of this corporation shall be:

(a) to unite the mechanics, builders, contractors, financing and real estate agencies, manufacturers of, and dealers in, building materials of the City of St. Paul and its trade area, for the purpose of inculcating just and equitable principles of trade; for acquiring, possessing and disseminating useful business information, pertaining to the business of building; and for adjusting the controversies and misunderstandings which may arise between its members, its members and their employees and other persons engaged in said business; for cooperation with other organizations of employers of labor and their employees, to the end that all differences may be amicably settled; and for otherwise promoting the general welfare of the members of said corporation and the City of St. Paul; and

(b) to engage in any lawful activity and furtherance of or ancillary to the accomplishment of the foregoing purposes.

ARTICLE III

The corporation shall not afford pecuniary gain, incidentally or otherwise, to its members. All of its property and all of its income shall be distributed, used and applied solely for the purposes for which this corporation was created.

ARTICLE IV

The duration of this corporation shall be perpetual.

ARTICLE V

The address of the registered office of this corporation is 445 Farrington Street, City of St. Paul, County of Ramsey, State of Minnesota, 55103.

ARTICLE VI

The government of this corporation and the management of its affairs shall be vested in a President, a Vice President, a Treasurer and a Board of twelve (12) Directors. The President, Vice President and Treasurer shall be ex-officio members of said Board of Directors. Any President whose term expires after the annual meeting of 1953 shall automatically become on ex-officio member of the Board of Directors for one (1) year.

The President and Vice President shall be elected at the annual meeting of the corporation to be held on the second Tuesday in December of each year and shall hold the office to which they are elected for a one (1) year term, with the provision that neither may succeed himself in the same office for a consecutive term.

The office of the Treasurer shall be filled annually by appointment by the new Board of Directors elected at the annual meeting. The appointment shall be made within one week after the annual meeting and shall be for a one (1) year term. The term of the Treasurer shall be limited to two (2) successive years.

Six (6) members of the Board of Directors shall be elected at each annual meeting of the corporation for a term of two (2) years, with the provision that no member of the Board of Directors shall serve consecutively for more than one (1) term. Provision is also made that during the enlargement of the Board at the 1953 annual election, three (3) of the six (6) Directors may be elected for one – (1) year terms in order to equalize the number of Directors’ terms expiring on succeeding years at six (6) each year. (To accomplish this in 1953, the three (3) candidates for Directors receiving the highest number of votes shall be elected for two (2) years, and three (3) candidates receiving the next highest number of votes shall be elected for one (1) year.)

All elected or appointed officers shall hold office until their successors are elected and qualified.
There shall be a secretary of the corporation, whose election or appointment and term or employment shall be provided for in the Bylaws.

ARTICLE VII

No member, officer or director of this corporation shall be personally liable for any obligation of this corporation.

ARTICLE VII

This corporation is organized on a membership basis and shall have no capital stock.

ARTICLE IX

Qualifications for membership in this corporation shall be as stated in its Bylaws.

ARTICLE I Objectives and Purposes

THE BUILDERS EXCHAGE (the “corporation”) and all of its activities, are to be operated and conducted in the promotion of its purposes as set out in Article II of its Articles of Incorporation and those specified in the Bylaws. In the conduct of its affairs, the management shall be at all times mindful of these objectives and purposes.

ARTICLE II Members

Section 1. Qualifications. The members of this corporation shall be any person interested, directly or indirectly, in any trade or endeavor connected with the business of construction.

Section 2. Application for Membership. Applications for membership shall be made, in writing, upon forms provided by the corporation, which shall be signed by the applicant and shall include such information as may, from time to time, be required. Each application shall be accompanied by the appropriate initiation fee and dues as provided by these Bylaws.

Section 3. Referral to Membership Committee. Applications may be referred to the membership committee for review. In such event, the membership committee shall file an appropriate report with the Board of Directors.

Section 4. Election of a Member. Admission as a member shall be by election by a majority vote of the Board of Directors of the corporation.

Section 5. Honorary Members. The Board of Directors, by a majority vote, may confer upon any person honorary membership in the corporation upon such terms and conditions as may be stated in such resolution conferring such membership. Honorary members shall be neither entitled to vote nor to hold office in the corporation.

Section 6. Resignation. Any member may resign membership in the corporation by filing with the corporation a written notice to that effect and paying, in full, all dues and other obligations then owing by such member to the corporation. Upon acceptance of such resignation, any interest such member has in the property of the corporation shall be vested absolutely in the corporation.

Section 7. Suspension/Forfeiture of Membership. A member may be suspended or expelled by a majority vote of the Board of Directors:

(i) If such member shall fail to pay dues or other obligations owing the corporation as provided by these Bylaws or rules having been first duly notified of his delinquency by the secretary; or

(ii) Should a member have engaged in actions or conduct detrimental to the principles and best interests of the corporation, a complaint specifying the same having been duly filed with the corporation.

Provided, that such member subject to suspension and/or forfeiture has been afforded an opportunity to defend from the charges made before a meeting of the Board of Directors. All members who have been suspended or expelled shall relinquish all of the rights, privileges and benefits appertaining to membership. Any member suspended may be reinstated at any time thereafter by a majority vote of the Board of Directors. Any member expelled for cause must make application for reinstatement in like manner as applicants for admission in the first instance, together with a statement of fact of such expulsion and the reasons therefore.

Section 8. Annual Meetings. The annual meeting of the members shall be held
once each year on the second Tuesday of December of the election of officers and directors, excepting an executive vice president, secretary and treasurer and for the transaction of any other business.

Section 9. Special Meetings of Members. Special meetings shall be called by the president when requested to do so in writing by five (5) members of the corporation in good standing. Such requests shall state the business which said meeting is called to consider, and the same shall be stated in the notice and call for the meeting, and no other business shall be transacted thereat.

Section 10. Quorum for a Membership Meeting. At all meeting of the members of the corporation fifteen (15) members shall constitute a quorum for the transaction of business and the election of officers and directors.

Section 11. Notices. Notices of special meetings shall be mailed to each member by the secretary at least three (3) days before the day of such meeting.

ARTICLE III Board of Directors

Section 1. Powers. The activities and affairs of the corporation, shall be managed, its property shall be controlled and all corporate powers shall be exercised by or under the authority of a Board of Directors. The Primary function of the Board of Directors shall be to exercise those powers provided under the articles of incorporation, these Bylaws and to establish corporate policies for the direction and guidance of committees, officers and management of the corporation and to formulate the basic rules and regulations governing the operation and management of the corporation.

Section 2. Qualifications of Directors. Persons who serve on the Board of Directors shall have experience and interest in the general objectives of the corporation and its affiliates and shall be natural persons at least twenty-one (21) years of age.

Section 3. Number and Election of Directors. (a) The number of Directors of the corporation shall be twelve (12) persons, together with the President, Vice President and Treasurer who shall be ex officio members of said Board of Directors with vote. In addition, the Immediate Past President of the corporation shall be an ex officio member of the Board of Directors with vote for one (1) year after expiration of his/her term as President. (b) Directors shall be elected at the annual meeting. Six members of the Board of Directors shall be elected at the annual meeting of the corporation for a term of two (2) years, provided that no member of the Board of Directors shall serve consecutively for more than one (1) term. The six (6) candidates for Director receiving the six (6) highest numbers of votes shall be declared elected.

Section 4. Term of Office. Each Director shall serve for the term to which elected and thereafter, until his/her successor is elected and qualified unless he/she shall die, resign or be removed. As used in the proceeding section, the word “year” means a period from one annual meeting of the members to the close of the next annual meeting.

Section 5. Vacancies. All vacancies on the Board of Directors shall be filled by the remaining Directors, though they may constitute less than a quorum. Each Director so elected to fill a vacancy created by other than expiration of a term shall hold office for the remained of the predecessor’s unexpired term and until the election of a successor by the members.

Section 6. Place of Meetings. All meetings of the Directors shall be held at the principle office of the Corporation in the State of Minnesota or such other place as may be designated for the purpose, from time to time, by the Board of Directors.

Section 7. Notice of Meetings. Regular and special meetings of the Board of Directors shall be held upon not less than three (3) days’ notice by first-class mail, telegraph or in person. Any such notice shall be addressed or delivered to each Director at his or her address appearing on the books of the Corporation or at such other address as may be supplied by said Director for the purpose of notice.

Section 8. Consent to Meetings; Waiver of Notice. Whenever any notice is required, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, is deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of a meeting need be specified in the waiver of notice of such meeting, except the waiver of notice of a special meeting of the Board shall specify the general nature of the business to be transacted. The waiver of notice of a meeting shall be filed with the person who has been designated to act as Secretary of the meeting, who shall enter it upon the records of the meeting. Attendance of a person at any meeting constitutes a waiver of such meeting, except when a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 9. Quorum; Act of Directors. At all meetings of the Board of Directors, more than fifty-one percent (51%) of the Directors in office shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any time at which there is a quorum shall be the act of the Board of Directors.

Section 10. Action by Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all Directors, by written action signed by at least the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present; provided that all Directors must be notified of the text of the written action prior to the signing by any of the Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors taken at a meeting. Such written consent or consents shall be filed with the Secretary of the Corporation and all Directors shall be notified immediately of its effective date.

Section 11. Participation in Meetings by Conference Telephone. Upon proper notice, Directors may participate in a meeting of the Board or of a Board committee through use of a conference telephone of similar communications equipment, by means of which all persons participating in such meeting can hear one another simultaneously. Participation in a meeting in accordance with this Section shall constitute presence in person at that meeting for all purposes, including determining whether a quorum exists.

Section 12. Adjournment. A majority of the Directors presents whether or not a quorum is present, may adjourn any Board meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place are fixed at the meeting adjourned except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 13. Compensation of Board Members. Members of the Board of Directors shall serve without compensation except for reimbursement of reasonable expenses necessarily incurred for performance of duties as members of the Board of Directors and authorized by action of the Board of Directors. Board members may be reasonably compensated for bona fide services to the Corporation in a capacity other than a member of the Board of Directors.

Section 14. Conflict of Interest Statement. A potential conflict of interest shall be deemed to exist when an action by the Board of Directors may personally, financially, or politically affect a Director or member of his or her immediate family, a business or organization in which such Director is employed or in a position to gain financial benefit. To avoid conflict of interest, a member of the Board of Directors, in such event, shall declare the existence of such conflict prior to speaking on such related issue.

ARTICLE IV Committees

Section 1. Committees Generally. (a) The Board of Directors may establish one or more committees. Committees are of two kinds, those having legal authority to act for the Corporation, known as committees of the Board, and those that do not have that authority, known as advisory committees. Committees may be either standing or special. (b) The Board of Directors shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or such committee shall provide otherwise, the regular and special meetings, and other actions of any such committee shall be governed by the provisions of Article III applicable to meetings and actions of the Board of Directors. Minutes shall be kept of all meetings.

Section 2. Committees of the Board. Any Director may be appointed to committees of the Board. Each committee of the Board shall consist of two or more Directors. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee.

Section 3. Standing Committees. The Corporation has the following standing Committees: Membership Committee; Finance Committee; Plan Room and Publications Committee; Legislative Committee; Entertainment Committee; and Nominating Committee. Members of the Standing committees shall be appointed by the President with Notice thereof to the Board of Directors.

Section 4. Executive Committee. An Executive Committee may be established. The Executive Committee shall be composed of the Chairman of the Board (if such position is filled), the President, Vice President, Secretary and Treasurer. When the Board is not in session, the Executive Committee shall have and exercise the power and authority of the Board to transact all regular business of the Corporation, subject to any prior limitations imposed by the Board or by statue.

Section 5. Advisory Committees Generally. The Board of Directors may establish one or more advisory committees. Advisory committee membership may consist of Directors only, Directors and non-Directors, or non-Directors only, and also may include nonvoting or alternate committee members. The chairman and members of advisory committees shall be appointed by the President or the Directors of the Corporation. Advisory committees shall have no legal authority to act for the Corporation, but shall report their findings and recommendations to the Board of Directors.

Section 6. Term of Office. The Chairman and each member of a standing committee shall serve for terms of one year and until his or her successor is appointed, or until such committee is sooner terminated, or until he or she is removed, resigns, or otherwise ceases to qualify as a member of the committee. The Chairman and each member of a special committee shall serve for the life of the committee unless they are sooner removed, resign, or cease to qualify as members of such committee.

Section 7. Vacancies. Vacancies on any committee may be filled for the unexpired portions of the term in the same manner as provided in the case of original appointments.

Section 8. Membership Committee. The Membership Committee shall make every effort to secure as members all qualified persons or firms. It may pass on all applications for membership recommending approval or disapproval for action by the Board of Directors and shall have responsibility for the preparation for review and approval by the Board of Directors of the application for membership.

Section 9. Finance Committee. The Finance Committee shall have the right to examine the books and accounts of any officer or committee at any time and shall report at each annual meeting and whenever required by the Board of Directors.

Section 10. Legislative Committee. The Legislative Committee shall serve the interests of the Corporation in all matters relating to legislation affecting the building or employing interests.

Section 11. Entertainment Committee. The Entertainment Committee, together with any sub-committees which it may establish shall have charge, as directed by the Board of Directors, of all matters pertaining to dinners, luncheons, picnics, tournaments and similar affairs given by or sponsored by the Corporation.

Section 12. Plan Room and Publications Committee. The Plan Room and Publications Committee shall advise the Secretary with reference to all matters connected to the securing and disposition of plans and specifications for the use of members of the Corporation and to direct publicity having for its purpose the advancement of the interests of the Corporation and its members.

Section 13. Nominating Committee. The Nominating Committee shall consist of three (3) members of the Corporation, not officers thereof, and shall be appointed by the Board of Directors. The members of the Nominating Committee shall be notified by the Secretary of their election and shall within ten (10) days thereafter submit to the Secretary the names of not more than one (1) nominee for the office of President; at least two (2) nominees for the office of Vice President; and twelve (12) nominees for the office of Director. It is the intention that the person serving as Vice President to be candidate for the office of President for the next year. Such Nominating Committee shall before submitting the names to his or her nomination.

ARTICLE V Officers

Section 1. Officers. The officers of the Corporation shall be President, Vice President, Secretary and Treasurer. The Board may also establish the office of Chairman of the Board and/or Vice Chairman of the Board. Any number of offices may be held by the same person.

Section 2. Election. The officers of the Corporation with the exception of the Executive Vice President/Secretary and Treasurer of the Corporation shall be elected by the members at the annual meeting of the members. All officers shall be natural persons of age twenty-one (21) years or more.

Section 3. Other Officers. The Board of Directors may appoint or remove all other officers, as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may, from time to time, prescribe.

Section 4. Chairman of the Board. The Chairman of the Board shall, if present, preside at all meetings of the Board of Directors. The Chairman shall have such other authority and duties as are usually vested in the office of chairman and as, from time to time, may be prescribed by the Board of Directors and these Bylaws. The Chairman of the Board shall be a member of the Board of Directors.

Section 5. President. Subject to such supervisory powers as may be given by the Board of Directors to the Chairman of the Board, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation. In the absence of the Chairman of the Board of Directors, the President shall preside at all meetings of the Board of Directors. The President shall have such other authority and duties as are usually vested in the office of President and as from time to time may be prescribed by the Board of Directors and these Bylaws.

Section 6. Executive Vice President/Secretary. The Executive Vice President/Secretary shall be appointed by the Board of Directors. The Board of Directors shall fix the amount of compensation, if any, payable to the Executive Vice President/Secretary. The person so appointed, in the absence of the President or Vice President, shall represent the Corporation where representation is required. He or she shall also attend to and be responsible for al the day-to-day activities of the Corporation and its employees. His or her duties shall also be as further provided in these Bylaws and as directed by the Board of Directors and are not inconsistent with these Bylaws. The Secretary shall keep or cause to be kept, at the principal office of the Corporation in the State of Minnesota, the original or a copy of the Corporation’s Articles of Incorporation and Bylaws, as amended from time to time. The Secretary also shall keep or cause to be kept at the principle office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors with the time and place of holding whether regular or special (and if special, how authorized), the notice thereof given, the names of those present, and the proceedings thereof, and of all actions by written consent by the Board of Directors. The Secretary shall give or cause to be given notice of all the meetings of the Board of Directors required by these bylaws or by law to be given, and he or she shall keep the seal, if nay, of the Corporation in safe custody. The Secretary shall have such other authority and duties as are usually vested in the office of secretary and as may be prescribed, from time to time, by the Board of Directors and these Bylaws.

Section 7. Treasurer. The Treasurer shall perform the functions of a treasurer and shall keep or cause to be kept correct and accurate accounts of the properties and financial transactions of the Corporation and, in general, perform all duties incident to the office and such other duties as may be assigned from time to time by the President of the Board or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board shall determine. The Treasurer may delegate any of his or her duties to any duly elected or appointed assistant treasurers.

Section 8. Assistant Secretaries and Treasurers. The President may appoint such assistant secretaries and assistant treasurers as he or she deems appropriate. In the absence or disability of the Secretary or Treasurer, such assistant secretaries and assistant treasurers in the order of their seniority as specified by the President, shall perform the duties and exercise the authority of the Secretary or Treasurer and shall have such other authority and duties as, from time to time, may be prescribed by the Board of Directors and these Bylaws whenever in the judgment of the Board of Directors, the best interests of the Corporation will be served thereby.

Section 9. Removal and Resignation. (a) Any officer may be removed, either with or without cause by the vote of a majority of the members of the Board of Directors whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer. (b) Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 10. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office provided that such vacancies shall be filled as they occur and not on an annual basis.

ARTICLE VI Manner of Election of Officers and Directors

Section 1. At least thirty (30) days prior to the annual meeting of the members of the Corporation, nomination shall be made of candidates to be voted by the Nominating Committee.

Section 2. A ballot shall be prepared on which the names of the nominees shall be printed on one sheet of paper with space left for the voter to indicate his or her choice by a cross opposite the name. Space shall also be left for filling in the names of candidates not placed in nomination. One of said ballots shall be enclosed in an envelope and mailed to each member of the Corporation at least five (5) days before the annual meeting of the members. There shall be enclosed therewith a return envelope addressed to the judges of election at the office of said Corporation, which return envelope shall carry in the upper left-hand corner the name of the member using said envelope. Each member shall mark his or her choices of candidates upon said ballot as thereon directed and shall mail back said ballot in said enclosed envelope.

Section 3. Counting of Ballots. Ballots shall be mailed so as to reach the Corporation office not later than noon of the day of the annual meeting. The judges of election shall be three (3) in number and shall be appointed by the President of the Corporation and shall be members of the Corporation who are neither officers nor candidates for election not later than three (3) days before the annual meeting. Upon the receipt of said return envelopes at the office of the Corporation, the Secretary shall check the name of the sender upon the roster of the membership of the Corporation, and if the member is entitled to vote at the election, shall remove the member’s name from the envelope. If the member is not entitled to vote, the reason therefore shall be noted upon the envelope. All return envelopes shall be delivered to the Judges of Election and their findings as to the qualification of voters and validity of ballots shall be final. The Judges of Election shall count the votes and, if possible, report the result of the election at the annual meeting. In case of a tie vote for any office, the successful candidate shall be determined by drawing lots by the candidates affected, under the direction of the Judges of Election. They shall file such report with the Secretary who shall at once notify the elected members of their election. The results of the actions of the Judges of Election shall be public.

Section 4. Qualifications to Vote. In order to be entitled to vote at any annual election for officers and Directors of this Corporation, a member shall have paid his, or her, or its dues and any and all other indebtedness by him, or her, or it owing to the Corporation. Each qualified member shall be entitled to cast only one (1) vote. By one (1) vote is meant, one (1) vote for President, one (1) vote for Vice President, and one (1) vote for each of the Directors to be elected at any election.

ARTICLE VII General Provisions

Section 1. Checks, Drafts, Documents, Etc. All checks, drafts or other orders for payment of money notes or other evidence of indebtedness issued in the name of or payable to the Corporation, any contract conveyance or other instrument in writing, and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, and any and all securities owned or held by the Corporation requiring signature for their transfer, shall be signed or endorsed by such person or persons and in such manner, as from time to time, shall be determined by the Board of Directors.

Section 2. Annual Report; Annual Statement. Within a reasonable period of time after the close of each fiscal year, the President shall submit to the Board an annual report containing, without limitation, the following items unless such have been supplied to the Board, in timely fashion, independent of the Annual Report: (a) The organization chart for the Corporation’s current fiscal year, including persons serving as Directors and officers of the Corporation and members of the Board committees; (b) The table of contracts, leases, and other agreements of the Corporation as required by the Board; (c) Financial statements for the Corporation’s immediately preceding fiscal year; (d) The capital budget and the operating budget for the Corporation’s current fiscal year; (e) A schedule of proposed major activities for the current fiscal year; and (f) A summary of the Corporation’s compliance with the laws and regulations of federal, state and local governmental agencies and with the standards, rules, and regulations of the various accrediting and approval agencies.

Section 3. Construction and Definitions. Unless the context otherwise required, the general provisions, rules of construction and definitions contained in the general provisions of the Minnesota Nonprofit Corporation Act shall govern the construction of these Bylaws.

Section 4. Fiscal Year. The Fiscal year of the Corporation shall be November through October.

Section 5. Offices. The principal office of the Corporation in the State of Minnesota shall be located in the City of St. Paul, Ramsey County, Minnesota. The Corporation may have such other offices, either within or without the State of Minnesota as the Board of Directors may determine.

Section 6. Rules of Order. At all meetings of the Board of Directors and committees of the Corporation, Roberts Rules of Order, Revised, shall be the final arbiter as to the rules of order to be followed at such meeting.

Section 7. Affirmative Action. No person shall be discriminated against by the Corporation in its hiring policies, delivery of services, access to the print forum, or other corporate activity on the basis of race, color, creed, religion, ancestry, national origin, sex, affectional preference, disability, age, marital status, source of income, or criminal record where the offensive is not validly related to the job, services or corporate business.

ARTICLE VIII Duality of Interest

Any Director, officer, key employee or committee member having an existing or potential interest in a contract or other transaction presented to the Board of Directors or a committee thereof for deliberation, authorization, approval, or any such person who reasonably believes such an interest exists in another such person, shall make a prompt, full, and frank disclosure of the interest to the Board or committee prior to its acting on such contract or transaction. The interested party is required to disclose the nature and extent of his or her interest and any relevant and material facts, known to him or her, about the contract or transaction which might reasonably be construed to be adverse to the Corporation’s interest. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the nonvoting and nonparticipation provisions below must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to, such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum is present. The Board shall adopt duality of interest policies requiring: (a) Regular annual statements from directors, officers, and key employees and committee members that disclose existing and potential dualities of interests: (b) Corrective and disciplinary action with respect to transgressions of such policies.

For the purpose of this Section, a person shall be deemed to have an “interest” in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with the Corporation, or if he or she is a Director, trustee or officer of, or has a significant financial or influential interest in, the entity contracting or dealing with the Corporation, or if he or she is otherwise reasonably likely to gain a significant financial or other personal benefit if the contract or transaction is approved.

ARTICLE IX Amendment of Bylaws

These Bylaws, and any part thereof, may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of more than two-thirds (2/3) majority of those Members present at a duly called meeting at which a quorum is present or by the written consent of all members of the Corporation.

(Version 2.1.2006)