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Revised August, 2002 Membership by a three-fourths (3/4 ) vote of all of the members of the Board of the Corporation . Section 3 . 2 - -Place of Meeting All meetings of the members of the Council , whether for the election of directors or otherwise , shall be held at such places as may be fixed by the Board , or as shall be specified or fixed in the respective notice , or waivers of notice thereof, or in the vote of adjournment, as the case may be . Section 3 .3 — Annual Meetings The Annual Meeting of the voting members shall be held within 150 days from the first of each calendar year, or, if such day shall be a legal holiday, then on the next succeeding day not a legal holiday. The Annual Meeting of the voting members may be held concurrently with the Annual Meeting of the Board . Section 3 .4 — Special Meetings Special meetings of the members may be called at any time by the Chair, or by any five voting members, at such time and place and for such purposes as shall be stated in the call thereof. Section 3 . 5 — Notice of Meetings Except as otherwise required by law, the Secretary shall give public notice of all meetings of the voting members. Section 3 .6 — Removal of Members . Any voting member may be removed, with or without cause , at any time, by a majority of the votes which at any time are authorized to be cast by all members. The vacancy caused by any such removal may be filled by the voting members at such meeting or at any subsequent meeting . Section 3.7 — Resignations. Any member of the Council may resign at any time either by oral tender of resignation at any meeting of the members or by giving written notice thereof to the Secretary of the Council . Such resignation shall take effect at the time specked . ARTICLE IV BOARD OF DIRECTORS Section 4. 1 — General Powers . All corporate powers shall be vested in and may be exercised by the Board , except as otherwise expressly provided by law or in the Article of Incorporation or in the Bylaws . The Board shall make appropriate delegations of authority to the Officers and , to the extent permitted by law, by appropriate resolution , the Board may authorize one or more Board Committees to act on it's behalf when it is not is session . Section 4 .2 - Number. Election and Term of Office The number of directors shall be no less than nine (9) and no more than twenty-one (21 ) unless increased from time to time, by amendment of the Bylaws by the voting - 4 -