Article III
Officers

Section 3.1 Enumeration. The officers of the Corporation shall be a Chairperson, a Secretary,
a Treasurer and the Executive Director. One person may hold more than one office at the same
time. The Board of Directors may appoint such other officers as the business of the corporation may require each of whom shall hold office for such period, have such authority, and perform
such duties as the Board of Directors may from time-to-time prescribe. Officers shall be concurrently directors of the corporation.

Section 3.2 Term of Office. Each officer shall serve for a term of two (2) years and until the
officer’s successor is duly elected, qualified and takes office. Officers shall be ineligible for
election to the same office for more than two (2) consecutive terms. After a break of one term,
a director is again eligible for two (2) consecutive two (2) year terms in office.

Section 3.3 Election. All officers shall be nominated by the nominating committee and elected
by the Board at its annual meeting or any special meeting called for such purpose.

Section 3.4 Vacancies. Any vacancies shall be filled by the chairperson for the balance of the unexpired term.

Section 3.5 The Chairperson. The Chairperson shall preside at all meetings of the Board of Directors and Executive Committee. The Chairperson shall exercise general supervision over
the affairs of the Corporation and it shall see that such affairs are conducted in accordance
with the Articles of Incorporation and By-Laws of the Corporation and pursuant to the
directions of the Board. The Chairperson shall be an ex-officio member of all committees
except the nominating committee.

Section 3.6 The Executive Director. The Executive Director shall be employed and appointed
by the Board of Directors. The Executive Director shall be the Chief Executive and Operating Officer of the Corporation and shall: (a) have the executive and administrative responsibility
for carrying out the programs of the Corporation through the use of generally accepted and prudent management principles as directed by and in accordance with policies formulated and adopted by the Board of Directors; (b) with such advice and consent as the Board may from
time-to-time provide, appoint and dismiss persons serving as employees of the Corporation; (c) make reports to the Board of Directors at its regular meetings concerning the work of the Corporation; and (d) attend all meetings of the Board of Directors and such committee
meetings as the Board may from time-to-time request. The Executive Director shall be in
regular consultation with the Chairperson of the Board of Directors. The Executive Director
shall have the power and authority to bind the Corporation and execute contracts on behalf
of the Corporation, with such advice and concern of the Board of Directors or executive
committee thereof as shall be provided. The Executive Director shall provide either notice
of or copies of all contracts with a value in excess of $2,000 per annum to the Chairperson of
the Board of Directors within thirty (30) days after such contract is executed. The Executive Director shall consult in advance with the Chairperson before executing contracts with a value
in excess of $5,000 per annum.

Section 3.7 Secretary. The Secretary shall make or cause to be made minutes of all meetings
of the Board of Directors. The Secretary shall be responsible for the timely mailing or delivery
of all notices of meetings of the Board of Directors, shall affix or cause to be affixed the
corporate seal at the direction of the Chairperson and, generally, will perform all duties
incident to the office of secretary of a corporation and such other duties as may be required
by law, by the Articles of Incorporation or by these By-Laws, or which may be assigned
from time-to-time by the Board of Directors.

Section 3.8 Treasurer. The Treasurer shall supervise the financial activities of the corporation. Specifically, the Treasurer or the Treasurer’s designee shall see that: (1) full and accurate
accounts of receipts and disbursements are kept, (2) a system is in place such that all monies
and other valuable effects are deposited in the name and to the credit of the Corporation in such depositories as shall be designated by the Board, (3) the directors, at the regular meetings
of the Board or whenever they may require it, receive an account of the financial condition of
the Corporation, and (4) an annual audit of the Corporation’s books and records is performed
by an auditor selected by the Board. In performing these functions, the Treasurer may rely on employees of the Corporation or any affiliated corporation who possess special financial training and skills and whose employment responsibilities include management of the Corporation’s financial affairs. In the absence or disability of the Treasurer, the Assistant Treasurer, if any,
shall perform all the duties of the Treasurer and when so acting shall have all of the powers
of and be subject to all of the restrictions upon the Treasurer.

Section 3.9 Other Officers. Each other officer shall have such responsibilities and perform
such duties as may be prescribed by the Board of Directors from time to time.

Section 3.10 Bonds. The Board of Directors may, in its discretion, determine whether the
Treasurer or any other officer shall be bonded in such amount and with such surety or
sureties as may be satisfactory to the Board for the faithful discharge of the duties of the officer.