Real Property Transfer Agreement - W. Washington & N. Taylor – SB Heritage Foundation Inc.

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shall serve until July 3, 1977 or until their successors are elected_ The second class of not more than seven Directors shall serve until July 3, 1976 or until their successors are elected. The third class of not more than seven Directors shall serve until ]uly 3, 1975 or until their successors are elected. A class of not more than eight Directors shall be elected annually for a term of three years to succeed those whose terms have expired. Such annual election may be held at a meeting of the members of the Foundation and each participating member, except Junior n}embers, present in person shall be entitled to vote for the number of persons to be elected, who shall have been nominated by the Directors or by such members at the mecting, and the persons receiving the most votes shall be elected as Directors. Such annual election may also be conducted by mail, and each participating member, except Junior members, shall be entitled to vote for the number of persons to be elected, who shallhave been nominated by the Directors or by such members by addition to the ballot, and the persons receiving the most votes shall be elected as Directors. In event that such a vote shall result in a tic, the members shall select from the persons, who have received the same number of votes, the person or persons who shall be Directors. Vacancies on tlue Board of Directors shall be filled by a majority vote of the remaining members of the Board and a Director selected to fill a vacauucy shall strut until the next a►uuual membership meeting. Section 1.10. The exact text of Article VI, Section 7 of the Articles, as amended, supersedes and takes the place of the previously existing Article VI, Section 7 of the Articles of the Corporation and is as follows: Section 7. Quorum. Nine members of the Board of Directors shall be necessary to constitute a quorum. Section 1. H. The exact text of Article IX, Section 3 of. the Articles, as amended, supersedes and takes the place of the previously existing Article IX, Section 3 of the Articles of the Corporation and is as follows: Section 3. Amendment of the Articles of Incorporation. The Foundation reserves the right to amend, supplement, restate or repeal all or any part of the provisions contained in these Articles of Incorporation. The process for amending the Articles shall be initiated by a resolution adopted by a majority vote of all members of the Board of Directors, at a meeting duly called for that purpose. Such resolution shalt set forth the proposed amendment to the Articles and direct that it be submitted to a vote of the membership at a designated meeting. The Board shall provide the members with ten days advance notice concerning said meeting. The articles of amendment must then be adopted by the members of the corporation at the meeting, or by unanimous written consent of the members prior to the mecting. After the approval of the membership is obtained, the amended articles must be filed with the Indiana Secretary of. State, subject to the provisions of the Act. — 5 —