Article VIII – The Service Board

ARTICLE VIII

THE SERVICE BOARD

A. The Service Board shall consist of the following:

1. The Board of Directors of the Corporation,

2. Two (2) persons from the general membership of the Corporation elected by the membership of the Corporation for a two year term or until their successors are elected or, optionally, two (2) persons from the general membership of the Corporation appointed by the President of the Corporation with the approval of a majority of the Service Board, and

3. Two (2) other persons selected by the President of the Corporation for a term of one (1) year.

The initial number of members of the Service Board shall be seven (7). The number of members of the Service Board may be modified by a majority vote of the Service Board at any of its meetings where there is a quorum. In no event shall there be less than 5 members, nor more than 9 members, and at all times the Service Board shall consist of an odd number of members. In no event shall there be more than the allotted number of Service Board members. In the event that the methodology set forth herein yields a Service Board with more than the allotted number of members, the President shall remove one or both of the Service Board members chosen by the President. If there is a full compliment to the Service Board prior to the President selecting one or both of the Service Board members the President has the authority and responsibility to chose, the President shall not choose such Service Board members until there is a vacancy or vacancies on the Service Board as to a Service Board member not elected by the membership. In the event that a seat is vacated as stated herein, or not filled for the same reason, and is later filled, that term of that position shall end after the first Service Board meeting after the next election by the general membership is held and a new President is elected.

B. Vacancies in the membership of the Service Board prior to the Annual Meeting of the Corporation shall be filled by nomination by the President of the Corporation with the approval of a majority of the present and voting members of the Service Board at a meeting of the Service Board called for that purpose.

C. Vacancies in the membership of the Service Board caused by a Service Board member, who was elected by the membership, becoming a Director shall be filled as follows: If the Service Board member was elected by the membership, the member who had the next highest vote total after the member or members who were elected to the Service Board in the most recent election shall be invited to fill the remainder of the term of the vacated Service Board position, so long as such member has remained a member in good standing and such member received at least 10 per cent of the total votes cast. If that person is no longer a member in good standing, or declines to fill the vacated position, the process shall be repeated until either one of the qualified runner-ups accepts the position or none of them accepts the position.

In the event that this process does not fill the vacancy, the President shall nominate a member of the Corporation to fill the remainder of the term of the vacated position, subject to the approval of a majority of the Service Board at a meeting having been noticed with the intention of filling the vacancy.

Vacancies in the membership of the Service Board caused by a Service Board member who was selected by the President becoming a Director shall be filled by the President selecting a member of the Corporation to complete the remainder of the vacated position’s term.

D. Any Service Board member may be removed from office by the affirmative vote of a 2/3 majority of the members of the Corporation called for this purpose at which a quorum of the members entitled to vote is present.

E. The terms of the members of the Service Board shall be staggered. Assuming a Service Board of 7 members, 3 members of the initial Service Board shall have 1 year terms (one of the elected members and the two chosen by the president) and the remainder 2 year terms. After the initial Board, all terms shall be 2 years, except the 2 chosen by the president whose terms shall always be 1 year. Anyone filling a vacant position on the Service Board shall serve until the end of the departed member’s term so that the proper stagger is maintained.