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ARTICLE VI <br />Section 6.1 Registered Office and Registered Agent. The street address of the <br />Cooperative's registered office is 724 West Washington, South Bend, Indiana 46601, and the <br />name of the Cooperative's registered agent at that office is Anne Mannix, <br />Section 6.2 Principal Office. The post office address of the principal office of the <br />Cooperative is 724 West Washington, South Bend, Indiana 46601. <br />ARTICLE VII <br />Members <br />Section 7.1. Classes. The Cooperative shall have one (1) class of members whose <br />voting and other rights and interests are equal. <br />Section 7.2. Voting Rights of Members. Each member in good standing shall be <br />entitled to one (1) vote, exercisable in person or by proxy, on each matter submitted to the <br />membership for a vote at each meeting of the membership. <br />ARTICLE VIII <br />Board of Directors <br />Section 8.1 Number and Term of Office. Upon incorporation, the initial Board of <br />Directors shall consist of five (5) directors. Thereafter, the number of directors shall be as <br />specified in or fixed in accordance with the Bylaws of the Cooperative; provided, however, that <br />the minimum number of directors shall be three (3). The term of office of a director shall be as <br />specified in the Bylaws; provided, however, that the term of an elected director shall not exceed <br />five (5) years. Directors may be elected for successive terms. Terms of office of directors may <br />be staggered as specified in the Bylaws. <br />Section 8.2 Qualifications. Each director shall have such qualifications as may be <br />specified from time to time in the Bylaws of the Cooperative or as required by law. <br />Section 8.3 Initial Board of Directors. <br />Directors of the Cooperative are: <br />{20151193.DOC} <br />The names and addresses of the initial Board of <br />-3- <br />