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<br />the Board of Directors or committee thereof signed by the number of directors that would be <br />required to take the same action at a meeting of the Board or committee thereof at which all <br />directors were present. Such action shall be effective on the date on which the last signature of <br />the required number of directors is placed on such writing or writings, or such earlier or later <br />date as set forth therein. Counterpart signatures on a written action shall be valid and effective to <br />the same extent as signatures on the same document. <br /> <br />3.14 Conduct of Meetings. Meetings of the Board of Directors shall be conducted in <br />accordance with Roberts Rules of Order, Newly Revised. The Chair of the Board, if present, or <br />if not present, the Vice Chair, and if not present, the President, shall preside at all meetings of the <br />Board, and in the absence of such officers, the directors present at the meeting shall appoint any <br />of them to act as presiding officer of the meeting. <br /> <br />3.15 Proxies. Proxies shall not be allowed or used by directors. <br /> <br />SECTION 4 <br />OFFICERS <br /> <br />4.1 Designation. The principal officers of the Corporation shall be the Chair of the <br />Board, the Vice Chair of the Board, the President, the Treasurer, and the Secretary, each of <br />whom shall be elected by the Board of Directors. The Board of Directors may appoint assistant <br />officers and such other officers and agents as in its judgment may be necessary. Any two (2) Of <br />more offices may be held by the same person at the same time. <br /> <br />4.2 Election of Officers; Nominations. The officers of the Corporation shall be <br />elected annually by the Board of Directors at a regular or special meeting. All officers shall <br />serve for a term of one (1) year. Each officer shall continue in office until his or her successor is <br />duly elected and qualified, subject to such officer's earlier death, resignation, removal, or <br />disqualification. Any vacancies occurring in offices shall be filled by the Board of Directors, <br />from time to time. The Board of Directors shall appoint such temporary or acting officers as <br />may be necessary during the temporary absence Of disability of the regular officers. <br /> <br />4.3 Resignation. An officer may resign at any time by giving written notice to the <br />Corporation. The resignation is effective without acceptance when the notice is given, unless a <br />later effective date is specified in the notice. <br /> <br />4.4 Removal. An officer may be removed at any time, with or without cause, by a <br />resolution approved by the affirmative vote of the Board of Directors. <br /> <br />4.5 Vacancies. A vacancy in an office because of death, resignation, removal, <br />disqualification, or other cause, shall be filled for the unexpired portion of the term by prompt <br />action of the Board of Directors. <br /> <br />4.6 Chair of the Board. The Chair of the Board, when present, shall preside at all <br />meetings of the Board of Director; shall see that all orders and resolutions of the Board of <br />