Article VIII

BYLAWS

ARTICLE VIII: AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

The Certificate of Incorporation may be amended and these Bylaws may be amended or may be repealed and the new Bylaws adopted only by:

A.         An affirmative vote by two-thirds of the entire Board of Directors at any Regular or Special Board meeting, provided that written notice of such meetings has set forth the proposed amendment or replacement with appropriate explanations thereof; and

B.         An affirmative vote by two-thirds of the Regular Members according to these Bylaws present at any Regular, Special, or Membership Meeting, a quorum being assembled, provided that written notice of such meeting has set forth the proposed amendment or replacement with appropriate explanations thereof.