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ARTICLE II <br /> OFFICES <br /> The Corporation shall have and continuously maintain in the State a registered office and <br /> resident agent , and may have such other offices within or without the State as the Board may <br /> from time to time determine . <br /> ARTICLE III <br /> MEMBERSHIP <br /> Section 3 . 1 . COMPOSITION OF MEMBERSHIP. Those individuals who are the <br /> duly elected or designated Directors of the Corporation shall be the Members of the <br /> Corporation . Members shall not be entitled to vote . As the Board of Directors and the <br /> Membership of the Corporation are composed of the same individuals , the act of the Board of <br /> Directors shall be the act of the Membership when an act by the Membership is required by <br /> law . <br /> Section 3 . 2 . ANNUAL AND SPECIAL MEETINGS . There shall be no annual or <br /> special meetings of the Membership . As the composition of the Board of Directors and the <br /> Membership of the Corporation is identical , the vote of the Board of Directors shall be deemed <br /> to be the vote of the Membership when required by law . <br /> Section 3 . 3 . RESIGNATIONS AND REMOVAL. Any Member of the Corporation <br /> shall be deemed to have resigned his/her Membership in the Corporation at such time as he/ she <br /> submits his/her resignation as a member of the Board of Directors of the Corporation to the <br /> Chairman , Vice Chairman or the Secretary and , unless otherwise specified herein , the <br /> acceptance of such resignation shall not be necessary to make it effective . Any Member shall <br /> be deemed to have been removed at such time as he/she is removed as a Director of <br /> the <br /> Corporation . <br /> Section 3 . 4 . TERM OF MEMBERSHIP. A Member of the Corporation shall serve a <br /> term which is coextensive with his or term as a Director of the Corporation . <br /> Section 3 . 5 . LIABILITY OF MEMBERSHIP. Members of the Corporation shall not <br /> be personally liable to the Corporation ' s creditors for any indebtedness or liability and any or <br /> all creditors of the Corporation shall look only to the assets of the Corporation for payment . <br /> Section 3 . 6 . TRANSFER OF MEMBERSHIP. Membership in the Corporation and/ or <br /> any rights derived therefrom are not transferable or assignable . <br /> 3 <br />