ByLaws - cont.

5.02– Number; Qualifications; Election ; Term. The Board of Directors consist of not
more than seven (7) members and not less than five (5) members (herinafter referred to as "Directors" or "Members
of the Board:). The Directors shall be elected at each regular Annual Meeting of the Association Members by the
vote of the members of the Association. Prior to each regular Annual Meeting, the Board of Directors shall
determine the number of Directors to be elected to serve for the next year persuant to Article 5.09 of these
By-Laws, Those candidates for election as Directors receiving the greates number of votes cast, either in person or
by Proxy, at the meeting of the Association Members shall be elected. Each of the Directores and Candidates for
membership on the Board of Directors shall be a Member of the Association in good standing. At the first Annual
Meeting of the Association after these Amended By-Laws are recorded in the Register of Deeds Office for Williamson
County, Tennessee, the Members shall elext two (2) Directores for a term of three (3) years, two (2) Directores for
a term of two years and One (1) Director for a term of one (1) year. At each Annual Meeting thereafter, the Members
shall elect as many directors for a term of three (3) years as are required to fill the Board of Directors pursuant
to this Article. Directors shall server without compensation. Any Director may be reimbursed, however, for actual
expenses incurred in the performance of duties and responsibilites.
5.03– Removal; Change in Number; Vacancies. Any Director may be removed either for or without
cause, at any annual or special meeting of the members of the corporation by the affirmative vote of a majority of
the Members present in person or by proxy at such meeting and entitled to vote, if notice of the intention to act
upon such matter shall have been given in the notice calling such meeting. If any vacancy occurs in the Board of
Directors, caused by death, resignation, retirement, disqualification or removal from office of any Director or
otherwise, the remaining Board members may appoint a successor who shall serve until the next annual meeting of the
members at which time, a successor shall be chosen to serve the remaining unexpired term of his predecessor in
office, if any. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled
by election at an annual meeting of Members or at a special meeting of Members called for that purpose.
5.04– Place of Meetings. The Directors of the corporation shall hold their meetings,
both regular and special within Maury or Williamson County Tennessee.
5.05– Annual Meetings. The Annual Meeting of each newly elected Board shall be held
without further notice immediately following the annual meeting of Members of the corporation, and at the same
place, unless by unanimous consent of the directors then elected and serving such time and place shall be
changed.
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