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I I I I I I I I I I I I I I I I I I I staggered so that one directorship expires each year. Directors will take office immediately following their election. 5.3. Regular Meetings of Board. A regular annual meeting of the Board will be held approximately one month prior to the annual meeting of the Members. At this meeting the Board will establish the agenda for the annual membership meeting, finalize the proposed annual budget, and send out notice of the annual Membership meeting. Immediately after the annual Membership meeting, the Board will hold a meeting to elect officers and conduct any business necessary as directed by the Members. 5.4. Special Meetings. Special meetings of the Board may be called at the request of any Director. 5.5. Notice. Notice of any meeting of the Board, including the purpose for the meeting, will be given at least two days prior by personal communication or written notice delivered personally to each Director. Any Director may waive the notice requirement for any meeting, and the attendance of a Director at any meeting will constitute a waiver of notice of that meeting. 5.6. Quorum. A majority of Directors will constitute a quorum for the transaction of business at any meeting of the Board. A Director may attend a meeting by telephone conference, but not by proxy. 5.7. Informal Action by Directors. Any action that may be taken at a meeting of the Board may be taken without a meeting if consent, in writing setting forth the action so taken, is signed by all the Directors. 5.8. Compensation. Directors will not receive any salaries for their services; however travel and other expenses may be reimbursed by resolution of the Board. 5.9. Vacancies. Any vacancy occurring in the Board may be filled by vote of a majority of the remaining Directors, even if less than a quorum of the Board, for the unexpired term of the predecessor in office. Article VI. Powers and Duties of Board of Directors 6.1. Authority. The Board shall have the general power to act for and on behalf of the Company in any manner not prohibited by statute or by the Articles of Incorporation. 6.2. Committees. The Board by resolution may designate one or more committees, each of which shall consist of at least one Director. The committee will have duties and responsibilities as directed by the Board. Each committee shall appoint a chairman by majority vote. The committee shall report to the Board and shall be governed by the same rules as the Board. 6.3. Officers. The Board shall annually elect a President, a Vice President and a SecretarylTreasurer. A. President. The President shall preside at all meetings of the Board, and shall execute all written instruments on behalf of the Company, including Membership Certificates, notes, bonds, contracts, mortgages and checks. B. Vice President. The Vice President shall assist the President as requested and exercise the powers of the President in the absence, disability, death, resignation, removal or delegation of the President. C. SecretarylTreasurer. The SecretarylTreasurer shall keep a record of the proceedings of the Board and of the Membership, keep the books, records and the Seal of the Company, attest to signatures of the officials of the Company, deposit documents in a depository designated by the Board, disburse funds on the proper order of the Board, make a report of the business transacted annually and do and perform other duties and functions that may be required by the Board. The SecretarylTreasurer shall open and maintain a bank account for the Company from which all expenditures of the Company shall be drawn.