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A Member of the Corporation may give his proxy to a lawful occupant, under lease or other similar written agreement, of the Member's real estate located within Blackthorn, provided written notice of the proxy is provided to the Board of Directors prior to the date on which the proxy is to exercise the Member's voting rights. A Member or proxy may waive its right to vote on any issue or question called before the Corporation. ARTICLE IV Meetings Section 1. Place of Meetings. Meetings of the Members of the Corporation shall be held at such place as shall be specified in the notices thereof. Section 2. Annual Meetin . The Corporation shall hold an annual meeting= of the Members. The annual meeting shall be held each year in - October, at a place designated by the Board of Directors. The date of the annual meeting shall be specified in the written notice required by Section IV of the Bylaws. Section 3. Special Meetings Special meetings of the Members may be called by the President or by a majority of the Board of Directors. Section 4. Notice of Meetings At least five (5) days before the date of any meeting of Members, whether annual or special, written notice stating the place, day and hour of such meeting and the purpose for which it is called shall be mailed to each member by the Secretary or by the officer or person calling the meeting. Section 5. Ouorum. At any meeting of the Members, a quorum shall exist if more than fifty percent (50% of the Members are present, either in person or by proxy. A majority vote of the quorum shall be necessary for the transaction of any business by the meeting. ARTICLE V Board of Directors Section 1. Duties and Qualifications The business and affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall consist of the appointed and elected directors, as provided herein, each of whom shall be entitled to vote. Section 2. Members and Terms of Office The Board of Directors shall consist of three (3) Members who are appointed as Directors by the Commission as per Section 3 of this