Section 3.1. General Powers; Delegation.  The activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation or by these Bylaws.  In fulfillment of these responsibilities, the Board of Directors is to communicate and make periodic reports to the members concerning the activities of the Corporation.
Section 3.2. Number and Terms of Directors.  The Board of Directors shall consist of not less than three (3) and not more than twenty (20) individuals, as may be determined by the Board of Directors from time to time, provided that the number of Directors shall not be decreased to less than three (3) and that no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors shall hold office for two-year terms and until their successors are chosen and qualified, or until their respective earlier deaths, resignations, retirements, disqualification or removals from office.  Directors may be elected to up to two succeeding terms. Following three consecutive two-year terms, a Director must leave the Board for a minimum of one year, before being elected to subsequent terms.
Section 3.3. Qualifications and Elections of Directors.
1.  Qualifications. To be eligible to be able to serve as a Director an individual must be a member of the Corporation.
2.  Nominations. With the exception of the Founder and Past Chair, all prospective Directors shall be nominated by the unanimous vote of the Corporation’s officers
3.  Classes and Elections. Each of the three classes of membership described in Section 2.1 shall have the right to elect one-third of the Board of Director positions. Director elections shall be held every two years, on odd years, at the annual meeting of the members in September. Members are entitled to a single vote for each open Board position that is within the member’s class. Members may vote for prospective Directors nominated by the Corporation’s officers. For non-officer positions only, members may also vote for write-in candidates. Write in candidates must be from the applicable member class.
Section 3.4. Filling of Vacancies.  Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification or removal from office of any Director shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.  Any Director elected or appointed to fill a vacancy shall hold office for the unexpired term for his or her predecessor in office, or until such Director’s earlier death, resignation, retirement, disqualification or removal from office.
Section 3.5. Removal.  Any Director may be removed, either for or without cause, by a two-thirds (2/3) vote of the voting members of the Corporation, at any regular or special meeting of the members called expressly for that purpose.  Any Director may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein or, if not time is specified therein, at that time of its receipt by the Chair of the Corporation.  No acceptance of a resignation shall be necessary to make it effective. Further, any Director who has an unexcused absence from three consecutive, regularly scheduled meetings of the Board of Directors will be automatically terminated from the Board. The Chair will notify such a Director of their termination within thirty-days of the third missed meeting.
Section 3.6. Place of Meeting. Meetings of the Board of Directors shall be held at such places as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 3.7. Annual Meetings. An annual meeting of the Board of Directors, of which no notice shall be necessary, shall be held each year immediately following the annual meeting of the membership, and at the same place. At such annual meeting, the Directors shall transact any and all business as may properly come before the meeting. Newly-elected Directors shall be installed at the conclusion of the Corporation’s annual meeting and shall begin performance of their duties at the immediately following annual meeting of the Board of Directors.
Section 3.8. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by written notice to all Directors. Except as otherwise provided by law, by the Certificate of Formation or by these Bylaws, any and all business may be transacted at any regular meeting.
Section 3.9. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or by a majority of the Directors then in office, upon not upon not less than three (3) nor more than sixty (60) days’ notice to each Director, either personally, by hand delivery, or by mail or by facsimile transmission. The time, day, place and purpose for which the special meeting is called shall be stated in the notice. Any Director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
Section 3.10. Quorum and Manner of Acting. At all meetings of the Board of Directors the presence of a majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Formation or by these Bylaws. The act of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, by the Certificate of Formation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. Any Director not present at a meeting shall be permitted to vote by proxy by providing written notice of such desire with the Secretary prior to the meeting and designating who shall hold the proxy. Any such proxy shall only be valid for the meeting in question (i.e. the next meeting). If a quorum shall not be present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.
Section 3.11. Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by all of the Directors or all of the members of the committee, as the case may be. Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any document.
Section 3.12. Electronic Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Certificate of Formation or by these Bylaws, participate in and hold any meeting of such Board of Directors or committee by using conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept of any vote or other action taken. Participation in a meeting pursuant to this Section 3.12 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.