Section 1. Members
The members of the corporation shall be (a) the directors of the corporation then in office and (b) those persons who have (i) submitted an application for membership to the Board of Directors, (ii) been accepted as members by the Board of Directors, and (iii) paid their annual membership dues. The Board of Directors shall determine the amount of the annual membership dues. Any member may resign as such at any time by written notice to the Clerk of the corporation. Members shall serve a one year term.

Section 2. Meetings of Members
The annual meeting of the members of the corporation shall be held on the second Wednesday in October in each year (or on the next business day if that day is a legal holiday) at such time and place as the directors may determine. Special meetings of the members may be called at any time by the President or the Board of Directors and shall be called by the Clerk upon the written request of three or more members. Notice of the annual meeting and any special meeting setting forth the date, time and place of any such meeting shall be mailed to all members not less than seven days prior to the date thereof, such notice, in the case of any special meeting, to contain a description of the general nature of the business to be transacted.

Section 3. Action at Meetings
At all meetings of the members the vote of each member must be cast in person unless the board of directors shall determine that proxies shall be solicited with respect to a particular meeting, in which event members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the clerk of the meeting, or of any resumed meeting, before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise, in which event the burden of proving invalidity shall rest on the challenger. Five members present at any meeting of the members shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting of the members at which a quorum is present, the vote of a majority of those present or represented by proxy shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-Laws.

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