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<br />. <br /> <br />. <br /> <br />c. Adoption of Complete Bvlaws and Appointment of <br />Officers. Promptly (but in no event more than thirty (30) days) <br />after the meeting of the Members pursuant to section 5(b) above, <br />the Directors shall by majority vote (i) adopt complete bylaws to <br />replace these provisional bylaws, and (ii) appoint a president, <br />vice-president, treasurer and secretary. The officers must be <br />members of the Association. <br /> <br />6. Provisional Manaqement. until the Members of the <br />Association elect directors pursuant to section 5(b) above, the <br />undersigned incorporators shall direct and manage the affairs of <br />the Association by majority vote, except that they may amend <br />these provisional bylaws only by their unanimous agreement. <br /> <br />7. Terms of Subscription Aqreement. - The terms of the <br />Subscription Agreement are incorporated herein by this reference. <br /> <br />The foregoing provisional bylaws hereby are adopted as of <br />March __, 1996 by the undersigned, who are the Association's <br />incorporators. <br /> <br />Mary Adrian <br /> <br />Peggy Cornett <br /> <br />Charles Palmer <br /> <br />palmer_c\incorp\pbylaws <br /> <br />-2- <br />