General Powers

The control and management of the affairs of the Corporation shall be vested in its board of directors. Directors must be members of the Corporation.

Number of Tenure

The number of directors shall be not less than three nor more than fifteen. Each director shall bold office for a term of one year or until his successor shall have been elected and qualified. Each director shall be eligible for re-election. The board of directors shall have the right to increase or decrease within the limits prescribed by the articles of incorporation the number of directors by a vote of the majority of the directors present at a properly called meeting of the board of directors.

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Regular Meetings

A regular annual meeting of the board of directors shall be held without other notice than these bylaws, immediately after, and at the same place as, the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of Indiana, for the holding of additional regular meetings of the board without other notice than such resolution.

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Special Meetings

Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the State of Indiana, as the place for holding any special meeting called by them.

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Notice of Special Meetings

Notice of any special meeting of the board of directors shall be given at least two (2) days previous to the meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws.

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Manner of Acting

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

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Power to Appoint Executive Committee

The board of directors shall have power to appoint by resolution adopted by a majority of the entire board an executive committee composed of two or more directors, who, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business of the Corporation between meetings of the board.

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Power to Make Bylaws

The board of directors shall have the power to make and alter any bylaw or bylaws including the fixing and altering of the number of directors.

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Power to Elect and Appoint Officers

The board of directors shall elect a president, one or more vice-presidents, a secretary and a treasurer. The board shall have the power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the Corporation. Any officer or agent may be removed by the board of directors whenever in the judgment of the board the interests of the Corporation will be served thereby. The board shall also have power to fill any vacancy in the office occurring for any reason whatsoever.

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Delegation of Powers

For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

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Participation in Meetings by Electronic Communication.

Any or all directors may participate in a meeting of the board, or a committee of the board, by means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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Action by Consent Without Meeting

Any action which may be taken at a board of directors meeting may be taken without a meeting if evidenced by each director and included in the minutes or filed with the corporate records reflecting the action taken. For purposes of this section, a consent granted by telegram, telex, telecopy or other document transmitted electronically by directors shall be deemed "signed by a director". Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.

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Resignation

A director may resign by delivering written notice to the board of directors, its chainnan, the president or secretary of the Corporation. A resignation is effective when delivered unless the notice specifies a later effective date.

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Vacancies

Any vacancy occurring on the board of directors caused by removal, resignation, death, or other incapacity, or increase in the number of directors, may be filled by the board of directors, or if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all of the directors remaining in office. The new director shall serve until the expiration of the term for which the director's predecessor was elected. Members shall be notified of any increase in the number of directors and of the name, address, and principal occupation of any director elected by the board of directors to fill any vacancy, whether caused by an increase or otherwise, in tht: next mailing sent to the members following any such increase or election. If the vote of the remaining members of the board of directors shall result in a tie, such vacancy shall be filled by a vote of the members at a special meeting called for such purpose.

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Removal

A director may be removed, either with or without cause, as provided by law, at a special meeting of the members if the special meeting notice states that one of the purposes of the meeting is the removal of the director, or at any meeting of the board of directors.

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Quorum and Voting Requirements

A quorum of the board of directors for the transaction of all business, except filling vacancies on the board of directors, shall consist of a majority of the number of directors prescribed in the bylaws. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors. A director who is present at a meeting when corporate action is taken is deemed to have assented to the action unless:
 

• The director objects at the beginning of the meeting ( or promptly upon a director's arrival) to holding it or transacting business at the meeting.

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• The director's dissent or abstention from the action is entered into the minutes of the meeting.

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• The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the secretary of the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

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Power to Adopt Rules and Regulations

The directors shall adopt such rules and regulations as shall be necessary for the operation of the corporation and to maintain compliance with local, state and national organizations of which the corporation is a member or by whose regulations participants are bound.