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• • to the transferred Interest as regards the matter for which the record date <br />was set. <br />ARTICLE III <br />DIRECTORS <br />Section 1. Number and Term. The number of directors which shall constitute the <br />whole board shall be not less than three nor more than seven. The directors shall be <br />elected by a Majority in Interest of the Members, except as provided in Section 3 of this <br />Article III, and each director elected shall hold office until his successor is elected and <br />qualified. Directors need not be Members. <br />Section 2. Resignations. Any director, member of a committee or other ofFce may <br />resign at any time. Such resignation shall be made in writing, and shall take effect at <br />the time specified therein, and if no time be specified, at the time of its receipt by the <br />President or Secretary. The acceptance of a resignation shall not be necessary to <br />make it effective. <br />Section 3. Vacancies. If the office of any director, member of a committee or other <br />office becomes vacant, the remaining directors in office, by a majority vote, may appoint <br />any qualified person to fll such vacancy, who shall hold office until his successor shall <br />be duly chosen by the Members. <br />Section 4. Removal. Any director or directors may be removed either for or without <br />cause at any time by the affirmative vote of a Majority in Interest of the Members, by <br />written consent or at a special meeting of the Members called far the purpose. <br />Section 5. Increase of Number. The number of directors may be increased by <br />amendment of these Bylaws by the affirmative vote of a majority of the directors, though <br />less than a quorum, or, by the affirmative vote of a Majority in Interest of the Members, <br />by written consent or at a special meeting called for that purpose, and by like vote the <br />additional directors may be chosen at such meeting to hold office until their successors <br />are elected and qualified. <br />Section 6. Powers. The Board of Directors shall exercise all of the powers of the <br />Company except such as are by law, or by the Agreement or by these Bylaws conferred <br />upon or reserved to the Members. <br />Section 7. Place of Meetings and Meetings by Telephone. All meetings of the <br />Board of Directors may be held at any place that has been designated from time to time <br /> <br />-4- <br />