Article XI

BYLAWS

ARTICLE XI: INITIAL MEMBERSHIP AND BOARD, ADOPTION OF BYLAWS, FIRST ANNUAL MEETING

A.         Initial Membership. The Initial Members empowered to vote at the First Annual Meeting shall be those persons 18 years of age or older who have attended at least one of the organizational steering committee meetings commencing on December 14, 2001, or thereafter until the date of the First Annual Meeting, as recorded in the minutes of those meetings.

B.         Initial Board of Directors. The Initial Board of Directors shall be stated in the Certificates of Incorporation.  The Initial Board, after approving these Bylaws, shall call the First Annual Meeting of the Membership, and shall serve until the first elected Board of Directors has been seated upon the completion of the First Annual Meeting.

C.        Adoption of Bylaws. Adoption of these Bylaws as the Bylaws of the Corporation shall require approval by a majority of the Initial Board of Directors prior to the First Annual Meeting; and

D.        Nomination of Directors to be Elected at First Annual Meeting. In consultation with the Initial Members, the Initial Board of Directors shall nominate a slate of nine candidates, and shall designate three of these candidates for “Lessee Representatives,” three as candidates for “General Representatives,” and three candidates for “Supporting Representatives.”  Additional nominations for any of the three categories of Representatives may be made by any Initial Member from the floor at the First Annual Meeting.

E.         First Annual Meeting. The First Annual Meeting of the Membership, for the ratification of these Bylaws, the election of Directors, the assessment of membership dues, and the transaction of other business, shall be held on the Friday following (or falling on) the Feast of Saint Joseph (March 19).  The location and specific time of the First Annual Meeting shall be determined by the Initial Members at least seven days prior to the Meeting and shall include a list of those persons nominated for the Board of Directors in accordance with Article XI.D, above.  Except as otherwise provided in this Article, the election of Directors and other business of the First Annual Meeting shall be conducted in accordance with Articles II and III of these Bylaws.

F.         Founding Members of the Corporation. The honorary title of “Founding Member” shall be conferred upon those members listed as the Initial Board of Directors in the Certificate of Incorporation and other Initial Members that the Initial Board of Directors may recognize after incorporation.  No special authority or office shall be held by Founding Members who may hold office or serve the Corporation in accordance with these Bylaws.