ARTICLE II

Membership Meeting

Section 1. ANNUAL MEETING

An Annual Meeting of the members of this Corporation shall be held once in each fiscal year at such an hour and on such date and at such place as shall have been determined by the Board of Directors.

Section 2. ADDITIONAL MEETINGS

Additional Meetings of the membership may be called by the Board of Directors, and shall be called by the Board of Directors, upon the written request of fifty (50) voting members. The Secretary shall cause written notice of the hour, date, place and purpose(s) of each additional meeting to be mailed to each member not less than ten (10) or more than thirty (30) days before such meeting. No Business shall be transacted at any additional meeting other than that which is designated in the purpose(s) of said meeting as set forth in the call and notice of said meeting.

Section 3. CONDUCT OF MEETINGS

All meetings of the membership shall be presided over by the President or, if he is not present, by the Vice-President or, if he is not present, by the Secretary or, if he is not present, by the Treasurer or, if none of the officers are present, by a chairman to be chosen at the meeting. The Secretary or an Assistant Secretary of the Corporation, or, in their absence, a person chosen at the meeting, shall act as Secretary of the Meeting. On all matters coming to a vote, each Professional Member, Associate Member and Life Member shall be entitled to one vote and all questions shall be decided by a majority vote of the voting members present, unless otherwise provided by Law, the Articles of Incorporation, or by these By-Laws. All meetings shall be in accordance with “Robert’s Rules of Order-Revised”.

At such meetings of the membership, NO MOTION, which requires the expenditure of corporation funds which has not previously been submitted to the Board, will be valid unless at such meeting a minimum of 2/3 of eligible voting members are in attendance at the membership meeting.

ARTICLE III

Board of Directors

Section 1. DUTIES OF BOARD OF DIRECTORS

The Board of Directors shall have vested in it the Government of the Corporation and its control of the Corporation’s property.

Section 2. NUMBER AND TERM OF OFFICE

The Board of Directors shall consist of twelve (12) members elected at large In Annual Elections, Four (4) shall be elected for three (3) years and it is the intent of this provision that Four (4) members shall be eligible to change on the Board of Directors each annualized period. The newly elected Board of Directors shall assume its duties at the conclusion of the next Annual Meeting following the election.

Section 3. QUORUM AND MANNER OF ACTING

A majority of the members of the Board of Directors then in office shall constitute a Quorum at any meeting and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors. A Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence at a meeting.

The Board of Directors may also act in writing without a meeting, in which case the act of a majority of the members shall be the act of the Board of Directors, provided that such writings shall be filed with the minutes of the proceedings of the Board of Directors.

Section 4. NO VOTING BY DIRECTOR HAVING INTEREST

No Director having any personal interest which might conflict with the interest of the Corporation in any matter coming before its Board of Directors shall vote as a Director in such matter.

Section 5. VACANCIES

Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or otherwise, a majority of the Directors then in office shall fill such vacancy at any meeting, and the person so elected shall be a Director until his successor is elected. The resignation of a Director shall be effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation. A Director may be removed, with or without cause, by a 2/3 vote of the remaining Directors, provided however, that non-payment of dues in accordance with provisions of Article I, Section 4, shall result in automatic suspension.

Section 6. MEETINGS

Meetings of the Board of Directors may be called by the President. Notice of the time and place as well as the Agenda of the meeting shall be given to each member of the Board of Directors at least ten (10) days in advance of the meeting. Any two (2) members of the Board of Directors may call such meetings by a written request to the Secretary who shall notify each member of the Board of Directors in the manner provided in this Section.