|ARTICLE III - BOARD of DIRECTORS
Section 1. The affairs of the corporation shall be managed by its Board of Directors which
shall consist of eleven (11) members of the corporation.
Section 2. Five of the initial directors shall be elected for a one-year term and
the remaining six for a two year term. Thereafter, all directors terms will be for
Section 3. A regular annual meeting of the Board of
Directors shall be held without other notice than this Bylaw, 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 South Dakota for the
holding of additional regular meetings of the board without other notice than such
resolution. The Board of Directors and officers shall be elected at the annual meeting and
take office, following the meeting.
Section 4. Special meetings of the board of Directors
may be called or at the request of the president or any five (5) Directors. The person or
persons authorized to call special meetings of the Board may fix any place, either within
or without the State of South Dakota as the place for holding any special meeting of the
board called by them.
Section 5. Notice of any special meeting of the Board
of Directors shall be given at least ten (10) days previously thereto by written notice
delivered personally or sent by mail to each Director at his/her address as shown by the
records of the corporation. If mailed, such notices shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope so addressed, with postage
thereon prepaid. 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 of waiver of notices of such meeting, unless specifically
required by law or by these Bylaws.
Section 6. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board; but if
less than a majority of the Directors are present at said meeting, a majority of the
Directors present may recess or adjourn the meeting to another time without further
Section 7. 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, unless the act of a greater number is required by law or by these Bylaws.
Section 8. Directors, as such, shall not receive any
stated salaries for their services, but by resolution of the Board of Directors a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the board and reimbursement for other incidental out-of-pocket
Section 9. Any vacancy occurring in the Board of
Directors shall be filled by the board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.
Section 10. Any action required by law to be taken at
a meeting of Directors, or any action which may be taken at a meeting of Directors may be
taken without a meeting if a consent in writing, setting forth the action so taken, shall
be signed by all of the Directors.
Section 11. The Board of Directors may also appoint
nine (9) members to a Board of Advisors which shall serve in an ex-officio capacity with
no voting eligibility. Such advisors shall serve at the pleasure of the Board of