6.2.3 Action of Directors Without a Meeting: Any action required to be taken or which may be taken at a meeting of Directors may be taken without a meeting if a consent, in writing, setting forth the action so taken, shall be signed by all of the Directors.

ARTICLE VII OFFICERS

7.2. Officers Employees and Agents: The Officers of the Association shall consist of a President, a Secretary, a Treasurer and such other officers, assistant officers, employees and agent as may be deemed necessary by the Board of Directors. Officers other than the President need not be Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

7.2 Appointment and Term of Office of Officers: The Officers shall be appointed by the Board of Directors at the annual meeting of the Board of Directors and shall hold office, subject to the pleasure of the Board of Directors until the next annual meeting of the Board of Directors or until their successors are appointed, whichever is later, unless the Officer resigns, or is removed earlier.

7.3 Removal of Officers: An Officer, employee or agent may be removed by the Board of Directors, with or without cause, whenever in the Board's judgment the best interests of the Association will be served thereby. The removal of an officer, employee or agent shall be without prejudice to the contract rights, if any, of the Officer, employee or agent so removed. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

7.4 Resignation of Officers: Any Officer may resign at any time by giving written notice to the President, to the Secretary or to the Board of Directors of the Association stating the effective date of such resignation. Acceptance of such resignation shall not be necessary to make the resignation effective.

7.5 Vacancies in Officers: Any vacancy occurring in any position may be filled by the Board of Directors. An Officer appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.

7.6 President: The President shall be a member of the Board of Directors and shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall direct, supervise, coordinate and have powers generally attributable to the chief executive officer of a corporation. The (continued next page)


BCI0513.96


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