ARTICLE III

Directors

3.1 Powers.  The Board of Directors is responsible as a body for overall policy and governance of the Corporation.  In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not restricted by law, by the Articles of Incorporation or by these By-Laws.

3.2 Number of Directors.  The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) members.  The Board of Directors may by resolution fix the precise number of members between the stated limits by increasing or reducing the number of elected directors, but any reduction in the number of elected members of the Board shall take effect only at the expiration of the term of office of the members whose offices are to be eliminated or upon their earlier death, resignation, incapacity to serve or removal.

3.3 Vacancies.  If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, conclusion of a term, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled in the following manner:  The remaining directors may nominate proposed directors by submitting such nominations to the President of the Board or their designee.  Such nominations may be taken up at the next properly noticed meeting of the Board, provided that the nominations were submitted to the President or their designee at least two (2) weeks in advance of the meeting and submitted to the Board with the meeting agenda at least one week prior.  Upon nomination, new directors shall be elected by a majority vote of the directors then in office at a meeting at any properly noticed meeting at which a quorum is present.  Unless otherwise provided by the Board, each director so appointed shall hold office until the expiration of his or her term, or the unexpired term of his or her predecessor, as the case may be, and until his or her successor is elected and qualified.

3.4 Manner of Election.  The directors of the Corporation shall be elected by a majority vote of the directors then in office at a meeting at which a quorum is present.  Each director so elected shall take office as of the close of the meeting to elect such director.

3.5 One Year Exception Period.  Each director may be elected for up to four (4) consecutive one (1) year terms.  Upon the completion of four (4) one (1) year terms as a director, such director shall be required to take a one-year leave of absence from the Corporation’s Board of Directors until after the expiration of this one (1) year exception period; provided, however, that the Board may waive this restriction under special and compelling circumstances.

3.6 Directors’ Meetings.  The Board of Directors will hold its meetings at least quarterly, with notice of a formal meeting provided to all directors at least two (2) weeks in advance.  Location for meetings will be set within or without the State of Georgia as determined by the Board of Directors.

3.7 Compensation.  Directors shall receive no compensation; provided, however, that the Board may authorize the reimbursement of reasonable expenses either by resolution or in accordance with duly adopted policies and procedures relating to such reimbursements.

3.8 Absences, Involuntary Termination or Suspension of a Director.  The Board of Directors, at any regular or special meeting, may suspend, expel or terminate a director for good cause, which is to be determined in the sole discretion of the Board of Directors.  The Corporation shall give written notice to the director subject to such action.  Written notice may be given in person or by first-class or certified mail sent to the last address of the director shown on the Corporation’s records.  Such notice shall set forth the reasons for suspension, expulsion or termination and shall be given at least fifteen (15) days prior to the effective date of the proposed action.  Such notice shall provide an opportunity for the director to be heard, orally or in writing, by the Board of Directors not less than five (5) days before the effective date of the expulsion, suspension, or termination.  A super-majority vote, defined as three-quarters, of the other directors shall be required to expel a director.  Any Board member who misses more than three (3) meetings per year may be asked by his or her fellow Board members to step down, and may be subject to a vote for suspension, expulsion, or termination.

3.9 Vacancies.  Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled for the unexpired term only by a majority of the remaining Board of Directors.  Unless otherwise provided by the Board, each director so appointed shall hold office until the expiration of his or her term, or the unexpired term of his or her predecessor, as the case may be, and until his or her successor is elected and qualified.

3.10 Resignations.  Any Board member wishing to resign prior to the expiration of his or her term shall do so in writing, submitted to the Board President.

3.11 Conflict of Interest Policy.  The Board of Directors will establish, review, and sign a conflict of interest policy once per year.