Section 2.1 Authority. Subject to any limitations set forth in the Articles of Incorporation or elsewhere in these By-Laws, the affairs of the Corporation shall be under the general direction
of a Board of Directors which shall administer, manage, preserve and protect the property and affairs of the Corporation.

Section 2.2 Number, Term and Election. The Board of Directors shall consist of a minimum of seven (7) and a maximum of fifteen (15) voting members as determined from time to time by resolution of the entire Board of Directors. The directors shall be divided into three (3) classes
with an approximately equal number of directors in each class, and the term of one such class
shall expire in each year. There may also be such ex-officio, nonvoting directors, as may be designated from time to time by the Board of Directors.

Directors must be duly designated representatives of a member in good standing. Each director shall serve for a term of three (3) years or until such director’s successor is duly elected and
takes office. In calculating such limits, all terms of service beginning prior to January 1, 1999
shall be disregarded. The Executive Director shall be the only “inside” Director.

Section 2.3 Emeritus Directors. Directors may be elected to emeritus status from time to time,
from among those directors who for reasons of health, career demands or other reasons satisfactory to the Board, prevent them from serving as active directors but otherwise qualify
them for the honor of serving as an emeritus director. Emeritus directors shall have no specific obligations, but shall have all of the rights and privileges as a voting director except the right to vote. Emeritus directors may from time to time be asked by the Chairperson, Executive Committee or the Board to carry out certain specific functions. There is no limitation on the number or term
of office of director’s emeriti. Emeritus directors shall not be considered in determining a quorum.

Section 2.4 Nominations. Candidates for membership on the Board of Directors shall be
nominated by the Nominating Committee.

Section 2.5 Vacancies. Vacancies occurring on the Board due to death, resignation, refusal to serve or otherwise shall be filled by action of the Board of Directors. Directors appointed to fill vacancies shall serve for the unexpired portion of the term of the director being replaced and
until the director’s successor is duly elected and takes office.

Section 2.6 Compensation. The majority of the Board of Directors will be non-salaried and
will not be related to salaried personnel or to parties providing services. In addition, the
salaried individuals cannot vote on their own compensation and that compensation decisions
will be made by the Board. (As Amended by Resolution of the Board on 2/19/99 ).

Section 2.7 Meetings. The Board shall meet at least annually or in such other frequency as determined by the Board at such date, time, and place as is established by the Board. The fall meeting shall be the annual meeting of the Board. Special meetings may be called by the
Secretary upon the order of the Chairperson or at the written request of a majority of directors.
All meetings of the Board of Directors shall be held at the registered office of the Corporation unless otherwise designated in the notice.

Section 2.8 Quorum. At all meetings of the Board of Directors, the presence of at least three (3) directors representing 20% of the voting shares and entitled to vote shall constitute a quorum.
In addition to those directors who are actually present at a meeting, directors shall be deemed
as present at such meeting if a telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other at the same time is used.
The action of a majority of the directors entitled to vote at a meeting at which a quorum is
present shall be the act of the Board. A majority of the directors present and entitled to vote, whether or not a quorum exists, may adjourn any meeting of the Board to another place and
time. (As Amended on 2/13/2002)

Section 2.9 Voting. Each director entitled to vote shall be entitled to one vote on each matter submitted to a vote of the Board of Directors.

Section 2.10 Notices. Written notice of the date, time and place of each meeting of the Board
of Directors shall be sent to all directors at least five (5) days in advance of the date of the
meeting. Such notice shall set forth the date, time and place of the meeting. For special
meetings, the notice shall state the general nature of the business to be transacted. Such
notice shall be sent at the direction of the Secretary or other designated officer of the
Corporation and shall be delivered to each director, either personally or by mail, facsimile or telegram to each director’s residence or place of business as listed in the records of the Corporation. If the notice is sent by mail or telegraph, it shall be deemed to have been given
to the persons entitled thereto when deposited in the United States mail or with a telegraph
office for transmission to such person. Notice of an adjourned meeting shall be deemed to
have been announced at the time of the adjournment.

Section 2.11 Waiver of Notice. Whenever any notice whatsoever is required to be given
under the provisions of applicable law, the Articles of Incorporation of this Corporation, or
these By-Laws, a waiver of such notice in writing signed by all persons entitled to notice,
whether before or after the time stated in such waiver, will be deemed equivalent to the giving
of such notice. In the case of a special meeting, such waiver of notice shall specify the general nature of the business to be transacted.

Section 2.12 Conference Telephone Meetings. Any regularly scheduled or special meeting of
the Board of Directors may be conducted by conference telephone call in whole or in part so
long as all directors desiring to participate in the meeting can hear each other at the same time.
All persons who participate in such a meeting shall be deemed to be present at such meeting
for quorum and all other purposes if, through means of conference telephone or similar communication equipment, each can hear the other at the same time.

Section 2.13 Conflicts of Interest. (a) No contract or transaction between the Corporation
and one or more of the directors or officers of the Corporation or with any other corporation, partnership, association or other organization in which one or more of such directors or officers
are directors, officers or have a financial interest, shall be void or voidable solely for such
reason, or solely because a representative, director or officer of the Corporation is present at
or participates in the meeting of the Board of Directors which authorizes the contract or transaction, or solely because the votes of such representative, director or officer are counted
for such purpose, if:

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in subsection (1) of this section.

Section 2.14 Standard of Care and Fiduciary Duty. Each Director shall stand in a fiduciary
relation to this Corporation and shall perform the duties as a Director, including the duties as
a member of any committee of the Board upon which the Director may serve, in good faith, in
a manner the Director reasonably believes to be in the best interests of this Corporation, and
with such care, including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. Absent breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a Director or any failure to take any action shall
be presumed to be in the best interests of this Corporation. In performing such duties, each Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by
any of the following:

A Director shall not be considered to be acting in good faith if the Director has actual knowledge concerning the matter in question that would cause his reliance to be unwarranted.

Section 2.15 Factors Which May be Considered by Directors. In discharging the duties of their respective positions, the Board, committees of the Board and individual Directors may, in considering the best interests of this Corporation, consider the effects of any action upon employees, members, and others having dealings with this Corporation and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 2.15 hereof.

Section 2.16 Rules and Regulations. The Board of Directors may adopt rules and regulations
not inconsistent with these By-Laws for the administration and conduct of the affairs of the Corporation and may alter, amend or repeal any such rules or regulations adopted by it. Such
rules and regulations may be amended by majority vote of the Directors present and entitled
to vote at a meeting of the Directors where a quorum is present.

Section 2.17 Action by Consent. Any action which may be taken at a meeting of the Directors
may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Corporation.

Section 2.18 Termination for Failure to Attend Meetings. A director who fails to attend three (3) consecutive meetings of the Board of Directors without prior notice to the Corporation shall
be deemed to have submitted his or her resignation, unless such director notifies the Chairperson or President of the Corporation in writing within 10 days following the third missed meeting that the director desires to remain a director and such retention is approved by a majority vote of Directors present at the next meeting of the Board of Directors.