Section 1. Powers and Number. The Board of Trustees shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Articles of Incorporation. The number of Trustees constituting the Board after the first annual meeting of the membership shall be twelve (12). Each Trustee shall be at least eighteen (18) years of age. Upon election, Board members must have been members for at least six (6) months.

Section 2. Election and Term of Office. The initial Trustees shall be the persons named in the Certificate of Incorporation. The Trustees shall hold office for two-year terms, and shall serve until the second annual meeting of the membership. Trustees may be elected to any number of consecutive terms. To become a Trustee, a person shall be nominated by a then existing Trustee or member and elected by a majority of the membership, using a ranked voting method at the annual meeting of the membership. Board terms shall be staggered in two classes. Trustees elected in even-numbered years shall constitute Class I, provided that no more than six Trustees shall be in Class I. Trustees elected in odd-numbered years shall constitute Class II, provided that no more than six Trustees shall be in Class II. If vacancies or interim appointments lead to the election of more than six Trustees at a time, the six receiving the highest number of votes shall be elected to the class normally elected at that time, while the remaining Trustees elected shall be in the class whose term expire the following year.

Section 3. Removal. Any Trustee may be removed at any time for cause by following the decision-making procedure as outlined in Article 2, Section 8 of these By Laws at any special meeting of the Board called for that purpose, provided that at least one week’s notice, in writing, of proposed action shall have been given to the Board of Trustees then in office.

Section 4. Resignation. Any Trustee may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board of Trustees. The acceptance of a resignation by the Board of Trustees shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Trustee.

Section 5. Vacancies and Newly Created Trusteeships. Any newly created Trusteeships and any vacancies on the Board of Trustees arising at any time and from any cause may be filled at any meeting of the Board of Trustees by a consensus of the Trustees then in office, regardless of their number, and the Trustee so elected shall serve until the next annual meeting.

Section 6. Meetings. Meetings of the Board may be held at any place within the State of Georgia as the Board periodically may arrange, or as shall be specified in the notice or waivers of notice thereof. Regular meetings of the Board shall be held no less than six (6) times during the year. All meetings are open to attendance by members or affiliate organization representatives. Special meetings of the Board shall be held whenever called by a two-thirds (2/3) majority of the Board, in each case at such time and place as shall be arranged by the Trustee or Trustees calling the meeting.

Section 7. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which action is proposed to be take and, to the extent possible, copies of all postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Board), at least seven (7) business days before the day on which the meeting is to be held. Agenda items to be discussed at said meeting shall be submitted to the appointed facilitator no less than ten (10) days before the meeting. Notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by mail, telephone, or email before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any Trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.

Section 8. Quorum and Voting. A quorum is defined as two-thirds (2/3) of occupied Board positions. Regular decisions of the board shall be made through consensus within time limits adopted by the Board at the commencement of each meeting. If and when consensus can not be reached by the specified time period, and there is no consensus to extend the time by a specified amount, said item will be brought to a vote, whereupon the vote of a two-thirds (2/3) majority of the Trustees present, if a quorum is present at such time, shall be the act of the Board. If at any meeting of the Board there shall be less than a quorum present, the Trustees present may adjourn the meeting until a quorum is obtained.

Section 9. Action by the Board. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a telephonic conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 10. Compensation. Any Trustee of the Corporation is authorized to receive reasonable reimbursement for items purchased while performing Board related tasks and duties as determined by the Board. No compensation shall be paid to Trustees.

Section 11. Non-distribution Clause. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the charitable purposes.