DRAFT ARTICLE I General Section 1. The legal name of this parish, which has been duly incorporated under the laws of the State of Minnesota, is "St. Mary's Orthodox Cathedral-Orthodox Church in America." Section 2. The principal place of worship of the parish is 1629 Fifth Street N.E., Minneapolis, MN. A Church office shall at all times be maintained at a place designated by the Board of Trustees. Section 3. The seal of the corporation shall be circular in form and shall have inscribed thereon its name "St. Mary's Orthodox Cathedral-Orthodox Church in America" and the words "Corporate Seal." Section 4. The parish is a non-profit corporation with its purpose consistent with the provisions called out in the United States of America, Internal Revenue Code Section 501 (c)(3). Section 5. Wherever reference is made to a member or the masculine pronoun is used in these bylaws, such reference or such pronoun shall be construed to mean either the masculine or feminine gender, as the case may be. ARTICLE II Denomination - Clergy Section 1. The parish is comprised of faithful Orthodox Christians united with its doctrine, discipline, and worship who are those of the One, Holy, Catholic, and Apostolic Church, as taught by the Holy Scriptures, Holy Tradition, the Ecumenical and Provincial Councils, and the Holy Fathers. The religion, doctrine, dogmas, and form of worship of the One Holy Catholic and Apostolic Church shall be followed and practiced as taught by the Orthodox Church in America. The parish is a member of the Orthodox Church in America. Section 2. The Dean of the Cathedral shall be a duly ordained priest of the Orthodox Church. He is the head of the Parish, by virtue of the ecclesiastical authority vested in him by the Diocesan Authority, and shall guide and oversee the total Parish program, and is responsible with the Church Board of Trustees to the Diocesan Authority for the whole life and activities of the Parish. He shall minister to the spiritual needs of the parish; shall perform such ecclesiastical duties as are incumbent upon a priest of the Orthodox Church in America; shall keep and preserve accurate records of baptisms, marriages, and deaths; and shall do such other things as he may be expressly requested to do by formal action of the parish. He shall be expected to advise the parish and the Board of Trustees upon all matters affecting the parish, whether spiritual or temporal. No activity of the Parish should be initiated without the Dean’s knowledge, nor should he do anything pertaining to the life of the Parish without the knowledge of the Board of Trustees and parish, so that always there may be unity, mutual trust, cooperation and love. Section 3. All other clergymen assigned or attached to this parish must be such as have obtained their ecclesiastical positions or rank in accordance with the recognized practice and rules of the Orthodox Church and shall be subject to the supervision of the Dean with regard to their duties. October 19, 2011 Page 1 DRAFT Section 4. The Board of Trustees shall engage the services of a pastor or assigned clergyman following his appointment by the Diocesan Authority and upon an affirmative vote of a majority of the members of the parish present at a parish meeting. To be free from material preoccupations and wholly committed to his sacred ministry, the pastor or assigned clergymen must be compensated by the parish, the amount of his compensation being clearly agreed upon at the time of his appointment. Section 5. The removal of a pastor or clergyman of this parish may be requested of the Diocesan Authority by a two-thirds vote of the members of the parish present at a parish meeting. Section 6. The Cathedral Dean shall supervise the choir director for all functions pertaining to the Liturgical aspects of the choir in accordance with the Canons of the Orthodox Church. The choir shall be responsible to the choir director for all of its functions within the worship of the Church. ARTICLE III Temporal Affairs Section 1. In temporal matters, the will of the parish shall be supreme. The parish shall at all times be a self-governing organization with complete and unrestricted control over its property and temporal affairs. Section 2. "Robert's Rules of Order Revised" shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws. Section 3. The Board of Trustees shall determine all aspects of employment for those positions approved by the parish. Section 4. The choir director shall be subject to the supervision of the President of the Board of Trustees in temporal matters. ARTICLE IV Members Section 1. St. Mary’s welcomes all who wish to participate in worshiping Christ in the one Holy, Catholic, and Apostolic Church. For the purposes of this document, those who make St Mary's Cathedral their place of worship are considered parishioners. Those parishioners who desire to exercise responsibility and care for the life of the parish community by participation in its governance, and receive such benefits as the parish may determine, may become members as defined in the following Sections. Section 2. Membership in this parish shall be limited to persons who are communicants of the Orthodox Church in America and accept its religion, doctrine, and beliefs. Section 3. An applicant for membership must be at least eighteen years of age. Application shall be made in writing and accompanied by a signed Declaration of Membership. Notice of the application shall be published in the next monthly Bulletin. Applicant shall be reviewed by the clergy whose recommendation shall be returned to the Board of Trustees for action. Within sixty October 19, 2011 Page 2 DRAFT days after an application has been reported to the Board of Trustees by the clergy with their recommendation, and not sooner than twenty days from publication in the Bulletin, the trustees shall determine whether or not said applicant shall be approved for membership. If the Board of Trustees by affirmative vote of a majority of its members present at a meeting thereof decides to approve the applicant, the applicant’s membership shall be dated from that meeting. Section 4. Any application which has been rejected by the Board of Trustees may be appealed to the Dean of the Minneapolis Deanery, and if so determined by him, shall be placed before the next meeting of the parish for action thereon. Section 5. It shall be the duty of every member to have a current Declaration of Membership on file; to fulfill all stewardship obligations as the parish may determine; to be present and conduct himself in an orderly manner at all meetings of the parish; to attend Church services regularly and fulfill all spiritual obligations expected of Orthodox Christians; to promote the welfare of the parish; and to comply with its bylaws, rules and regulations. Section 6. Members are expected to support the church through their participation in the governance of the church and through their stewardship of time, talent, and treasure. A member may be exempted from any obligation by the pastor, the President of the Board of Trustees, or the parish. Unless exempted, a member shall be considered to have resigned his membership if he has failed to meet his spiritual obligations, or if he has failed to: (a) provide a signed Declaration of Membership for the prior year and for the current year by the adjournment of the annual meeting; and (b) support the parish through his stewardship, including satisfaction of any such requirements as may be determined by the parish. He shall be notified by the Board of Trustees that he has been removed from the membership rolls. He may be readmitted to membership within three years by providing a signed Declaration of Membership and fulfilling his spiritual obligations; thereafter, he may be readmitted to membership in the manner provided for the admission of new members. Section 7. Members' children who are under eighteen years of age and who are communicants of the Orthodox Church shall be entitled to all the rights, privileges, and benefits of membership in this parish except that they shall not have the right to vote or hold office. Section 8. Any person of the Orthodox Christian faith who is not a member of this parish may receive such benefits, rights and privileges as may be authorized by the parish or Board of Trustees, except the right to vote and hold office. Section 9. A member may not be a member of another parish, and if so shall forfeit his membership in this parish. ARTICLE V Board of Trustees Section 1. The affairs and property of the parish shall be governed, managed and directed by a "Board of Trustees" of St. Mary's Orthodox Cathedral. It shall be composed of: President Vice-President October 19, 2011 Page 3 DRAFT Recording Secretary 2 Financial Secretaries 2 Treasurers and 4 Trustees all of whom shall be laymen elected by the parish from its members. Members of the Board of Trustees shall be elected for a term of two years at an annual meeting of the parish; five members (President, one Treasurer, one Financial Secretary, two Trustees) one year and six members (Vice-President, Recording Secretary, one Treasurer, one Financial Secretary, two Trustees) the following year. The officers of the parish shall be the President, Vice-President, Recording Secretary, Treasurers, and Financial Secretaries. Section 2. No member of the Board of Trustees shall be elected for more than two consecutive terms in any one office and more than four consecutive terms on the Board of Trustees. Section 3. No person shall be elected as a member of the Board of Trustees, unless he has been a member of this parish for at least one year. Section 4. In case of any vacancy on the Board of Trustees, a successor to hold office for the unexpired portion of the term of the trustee whose place is vacant shall be elected by the parish at the next regular meeting thereof, or if the Board of Trustees determines that such election should be held prior to said next regular meeting, said successor shall be elected at a special meeting of the parish called for that purpose. If there should be three or more vacancies at any time, a special meeting to fill the same shall be called for a date not later than sixty days after the third vacancy has occurred. Section 5. The Board of Trustees shall maintain a list of all committees established by the Board or the parish for the operations of the parish (e.g., Finance, Cemetery, Property Management). The establishing body shall decide whether the Board will control appointments to the committee and when it will be disbanded. Each committee shall provide, for the approval of the Board, a charter identifying its purpose and other aspects of its operation as necessary. A chairman for each committee shall be elected by the members thereof. It shall be the duty of said committees to study all matters within their respective fields and such other matters as may be referred to them by the President, and to make recommendations to the Board of Trustees. They shall meet at the call of their respective chairmen and shall report to the Board of Trustees on a regular basis. Section 6. The PRESIDENT shall be the chief administrative officer of the parish. He shall take charge of the property and manage the employees and affairs of the parish during the intervals between the meetings of the Board of Trustees, and shall ensure the safekeeping of all the deeds, abstracts, certificates of title, and legal instruments. He shall have all the powers and duties usually vested in the office of President. The President shall not vote at meetings of the parish or of the Board of Trustees except in cases of a tie. The Vice-President or in his absence the Treasurer (with the longest tenure present) shall preside while any motion or resolution referring to the President is made, discussed, and voted upon. Section 7. The VICE-PRESIDENT shall possess all the powers and perform all the duties of the President in case of his death, disability, or absence. October 19, 2011 Page 4 DRAFT Section 8. The RECORDING SECRETARY shall keep the minutes of all meetings of the parish and of the Board of Trustees; shall ensure that a complete list of the names and addresses of the members of the parish is kept; and in general, shall perform all the duties incident to the office of Recording Secretary. Section 9. The FINANCIAL SECRETARIES shall receive, record, and deposit all monies on behalf of the parish; shall ensure that an accurate record of donations is kept; and shall perform such other duties as the Board of Trustees may direct. Section 10. The TREASURERS shall safely keep and account for all monies and funds of the corporation; shall invest all monies and funds to the credit of the corporation in accordance with these bylaws or as specifically authorized by the parish; shall oversee the distribution of funds; shall ensure the corporation complies with legal financial requirements and adheres to sound accounting principles that produce reliable financial information; shall keep a complete record of high value property; and in general, shall perform such duties as are usually incumbent upon a Treasurer. Section 11. The TRUSTEES shall assist the President in managing the affairs of the parish between meetings of the parish; shall oversee the doorkeepers in the Church; and shall render such other assistance to the President as he may request. Section 12. The President and both Treasurers shall jointly execute all authorized legal instruments in the name of the corporation. ARTICLE VI Auditors Section 1. The parish shall elect two auditors from its membership for a term of two years; one auditor at the annual meeting one year, the other auditor the following year. No auditor may serve more than two consecutive terms. Section 2. No person shall be elected to serve as auditor while he is a member of the Board of Trustees. Section 3. The two auditors shall examine and audit the financial records and procedures of the parish before each annual meeting of the parish. The auditors shall have the authority to examine the financial records at their discretion and at such other times as the Board of Trustees may direct. They shall make a detailed report of the findings of their audit to the parish at the annual meeting and at such other meetings as the Board of Trustees shall direct or designate. ARTICLE VII Doorkeepers Section 1. The Doorkeepers shall open the Church, take collections, and perform the customary duties in connection with Church services. Section 2. A minimum of 12 doorkeepers shall be submitted for approval by the parish at the annual meeting for terms of one year; there shall be no limit on the number of terms which any October 19, 2011 Page 5 DRAFT person may serve as a doorkeeper. Section 3. No member of the Board of Trustees shall be appointed as a doorkeeper. ARTICLE VIII Oaths Section 1. After election and approval by the Diocesan Authority, and before entering upon his duties, each Board Member and Auditor shall take an oath that during his term and until the election and qualification of his successor he will faithfully perform all the duties of his office. Until he takes such oath he shall not have any rights and powers of the position to which he was elected. Section 2. Oaths of office in conformance with these bylaws shall be administered by the pastor or any other clergyman of this parish, except in cases where the Board of Trustees shall expressly authorize the person elected to office to take the oath before a Notary Public or other officer having the right to administer oaths under the laws of the State of Minnesota. Section 3. After appointment, each doorkeeper shall take an oath that he shall faithfully perform his duties. ARTICLE IX Removal from Office Section 1. Any auditor or member of the Board of Trustees may be removed from office with or without cause by affirmative vote of two-thirds (2/3) of the members of the parish present at a meeting thereof called for that purpose. The notice of the meeting shall state the purpose for which it is called. ARTICLE X Meetings Section 1. There shall be an annual meeting of the parish at 2:00 o'clock P.M. on the second Sunday of February in each year. Section 2. Special meetings of the parish shall be called by the Board of Trustees, or by onetenth of the members of the parish. When one-tenth of the members of the parish shall call a meeting, they shall file with the President a written call signed by them stating the time, place, and object thereof. Section 3. Regular monthly meetings of the Board of Trustees shall be held in the Parish Center at 7:00 P.M. on the second Monday of each and every month unless the Board of Trustees shall designate a different date or time and upon such selection shall post a notice in the Parish Center. No notice shall be required for any of said meetings unless there is a change of date or time. Section 4. Special meetings of the Board of Trustees shall be held whenever called by the President or by any two trustees. October 19, 2011 Page 6 DRAFT Section 5. Fifteen percent (15%) of the members of the parish shall constitute a quorum at all meetings of the parish. Section 6. Six members of the Board of Trustees, to include a minimum of two Trustees shall constitute a quorum at all meetings of the Board of Trustees. Section 7. A majority of votes cast at a legal meeting of the parish or of the Board of Trustees shall be sufficient to pass any resolution, motion, or measure, except as otherwise provided by these bylaws. Section 8. No person shall be allowed to vote at any meeting of the parish unless he has been a member for at least six months immediately preceding the same. Section 9. Proxy voting at any meeting of the parish or of the Board of Trustees shall not be permitted. Section 10. Every meeting of the parish and of the Board of Trustees shall be opened and closed with a prayer by those assembled, or said by the pastor if he is present, or in his absence by the presiding officer. Section 11. The order of business at all annual meetings of the parish shall be as follows: 1. Reading and approval of minutes of preceding meeting of the parish 2. Reports and recommendations of Board of Trustees 3. Reports of committees 4. Elections and appointments 5. Unfinished Business 6. New business 7. Adjournment Section 12. The order of business of all regular meetings of the Board of Trustees shall be as follows: 1. Reading and approval of minutes of preceding meeting of Board of Trustees 2. Reports 3. Unfinished business 4. New business 5. Adjournment Section 13. The order of business at any special meeting of the parish or of the Board of Trustees shall include only those items in sections 11 and 12 (respectively) specified in the meeting announcement. Section 14. Any member wishing to have items included as New Business at a regular meeting of the Board of Trustees, shall file a written request for the inclusion of such items with the President at least one week prior to the meeting. Section 15. Notice of all meetings of the parish shall be given in the following manner: (a) Announcement of the time, place, and object of the meeting at all morning services in the Church on 3 successive Sundays. October 19, 2011 Page 7 DRAFT (b) Announcement shall be made by the pastor or other clergyman of this parish expressly authorized by the Board of Trustees to make the same. (c) A written notice shall be mailed by the Recording Secretary to each member of the parish at least one week before all meetings of the parish. (d) Fifteen days before the expiration of the term of office of any trustee or to fill a vacancy on the Board of Trustees or Auditors, the Recording Secretary shall give notice of a meeting to elect a successor by posting the same at the main entrance of the Church building and Parish Center; the notice shall state the name of the trustee whose term is about to expire. (e) Fifteen days prior to the date of a meeting to amend, alter, or repeal these bylaws, the Recording Secretary shall post a copy of the proposed amendment, alteration, or repeal at the main entrance of the Church Building and Parish Center and a copy of same shall be mailed to each member together with a notice of said meeting. ARTICLE XI Property Section 1. St. Mary’s Orthodox Cathedral – Orthodox Church in America is the sole owner of all parish property, assets, and funds. The Board of Trustees shall manage all parish property, assets, and funds for the use and benefit of the parish, remembering the religious nature, purpose, and goals of the parish, and act as trustees of God’s, not man’s property. The parish serves God and cares for God’s work in the world, and all decisions concerning property must be inspired by that care and by the spiritual needs of the Church. Section 2. In the event of dissolution of St. Mary’s Orthodox Cathedral – Orthodox Church in America, all parish property, real and personal, shall devolve to the Diocesan Authority. To preserve the parish’s status as a non-profit corporation, the provisions of this Section should only be amended in accordance with IRS statutes or guidelines. Section 3. No sale, conveyance, lease, mortgage, or encumbrance of, or issuance of secured notes or other evidences of indebtedness against the real property of the parish shall be made except when first authorized by resolution of the parish adopted by two-thirds vote of the members present at a meeting of the parish. Section 4. No issuance of unsecured notes shall be made except when first authorized by resolution of the parish adopted by two-thirds vote of the members present at a meeting of the parish. Section 5. All purchases of real property and the erection or demolition of buildings must first be authorized by resolution of the parish adopted by a two-thirds vote of the members present at a meeting of the parish. ARTICLE XII Investing and Expenditures Section 1. The Board of Trustees shall be authorized to make all expenditures necessary for the operation of the Church, including operating expenses consistent with the annual operating budget authorized by the parish. To ensure the preservation of church assets, the Board may October 19, 2011 Page 8 DRAFT expend up to 10% over and above the authorized annual operating budget for unplanned repairs or replacements. Section 2. The Board of Trustees is authorized to establish procedures for restricted gifts and income outside of the operating fund and to make expenditures for those activities related to such gifts and income, subject to any restrictions established by the parish. Section 3. All monies received by the corporation shall be deposited in a national bank, state bank, or thrift institution that is a member of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation; or with a registered securities dealer whose accounts are insured with the Securities Investors Protection Corporation, as designated by the Board of Trustees or the parish. The deposits shall not exceed the maximum amount of insurance thereon. Section 4. Funds created by the parish or the Board of Trustees, or transfers made by the parish or the Board of Trustees to such funds, shall be invested by the Treasurer according to the direction of the Board of Trustees. The Board of Trustees shall establish investment objectives for all investments, considering any constraints on funds by the donor or the parish, current and forecast cash requirements, risk tolerance, and time horizon. Section 5. The signatures of any two of the following officers (President, Vice-President, Treasurers, Financial Secretaries) shall be required on all checks issued by the corporation. ARTICLE XIII Amendments Section 1. These bylaws may be altered, amended, or repealed by affirmative vote of two-thirds (2/3) of the members of the parish present at a special meeting called for that purpose or at an annual meeting for which prior notice of intent to consider altering, amending or repealing the bylaws has been duly given. Section 2. A copy of the proposed amendment, alteration, or repeal must be filed with the Recording Secretary, and at the next meeting of the Board of Trustees after the same has been so filed, it shall be read. If the Board of Trustees deems it advisable to call a special meeting of the parish, it may be called for a date not less than thirty (30) days thereafter; if a special meeting is not called, the proposal shall be brought to the next annual meeting of the parish. The proposed amendment, alteration, or repeal, and any modifications thereof, shall be voted on at said meeting. Section 3. Any amendment to these bylaws shall not take effect unless approved by the Diocesan Authority. October 19, 2011 Page 9 DRAFT Original By-Laws adopted 7/26/1931. Revised and Reprinted 1/26/1941, 10/31/1966, 6/26/1979, 2/17/1991, and 2/22/2004. We the undersigned duly elected present officers of the St. Mary’s Orthodox Cathedral certify that the above and foregoing By-Laws are a correct reprint of the original By-Laws with amendments. Dated this 22nd day of February 2004. Earl P. Langlais, President Joseph J. Snyder Jr, Treasurer William A. Rusinak, Assistant Treasurer Joseph J. Dzubak, Financial Secretary Margaret A. Vajda, Corresponding Secretary October 19, 2011 Page 10 DRAFT INDEX (with reference to Article and Section) Amending bylaws. XIII Auditors. VI Board Member serving as. VI.2 Duties. VI.3 Elections. VI.1 Number of Auditors. VI.1 Removal from Office. IX.1 Terms. VI.1 Bishop Amendments to bylaws. XIII.3 Dissolution of St. Mary’s. XI.2 Pastor Appointment of. II.4 Removal of. II.5 Board of Trustees. V Amendments to bylaws. XIII.2 Applicant for Membership. IV.3 Budget. XII.1 Calling Meetings. X.4, X.2 Church Office, Location of. I.2 Committees, Responsibilities for. V.5 Composition of. V.1 Elections. V.1 Employees. III.3 Exempt Members. IV.6 Funds Investment of. XII.4, XII.3 Meetings. See Meetings, Board of Trustees Non-Members, Benefits of. IV.8 Number of Board Members. V.1 Oath. VIII.1 Administration of. VIII.2 Officers. See entries for individual Officers Pastor, Engaging Services of. II.4 Property. XI.1 Qualifications. VIII.1, V.3 Removal from Office. IX.1 Responsibilies with Pastor. II.2 Restricted Gifts. XII.2 Serving in Other Positions. VII.3, VI.2 Terms. V.2, V.1 Trustee. V.11 Vacancy. V.4 October 19, 2011 Page 11 Budget Authorization. XII.1 Exceeding. XII.1 Checks. XII.5 Choir. II.6 Choir Director. III.4, II.6 Church Office. I.2 Committees. V.5 Dean. See Pastor Declaration of Membership. See Members, Declaration of Membership Deposits. XII.3, V.9 Donations Records. V.9 Doorkeepers. VII, V.11 Board Member serving as. VII.3 Duties. VII.1 Number of Doorkeepers. VII.2 Oath. VIII.3 Terms. VII.2 Employees. V.6, III.3 Expenditures. XII.1 Financial Reporting. V.10 Financial Secretary. XII.5, V.9 Funds Institutional Certification. XII.3 Investment of. XII.4, XII.3 Investments. V.10 IRS. XI.2, I.4 Legal Instruments. V.12 Mailings. X.15 Meetings. X Board of Trustees. XIII.2, X.14, X.12 Monthly. X.3 Quorum. X.6 Special. X.4 Calling Meetings. X.4, X.2 Notice of. X.15, X.3, IX.1 Order of Business. X.14, X.13, X.12, X.11, X.10 Parish. XIII.2, XIII.1, X.11, X.8, IV.4, II.5, II.4 Annual. X.1, VI.3, V.4 Quorum. X.4 Special. X.13, X.2 DRAFT Voting. XIII.1 Parlimentary Procedure. See Parlimentary Procedure Prayer. X.10 Voting. XI.5, XI.4, XI.3, X.9, X.8, X.7, V.6 Members. IV Application for. IV.3 Application Rejected. IV.4 Children of Rights. IV.7 Under Age 18. IV.7 Date of Membership. IV.3 Declaration of Membership. IV.6, IV.5, IV.3 Duties of. IV.6, IV.5 Exempt. IV.6 Other Parishes, Member of. IV.9 Parishioners, Differentiated from. IV.1 Qualifications of. IV.3, IV.2 Readmission. IV.6 Removal. IV.9, IV.6 Voting. X.8 Minneapolis Deanery. IV.4 Non-Members Benefits of. IV.8 Under-Age Children of Members. IV.7 Notes. XI.4, XI.3 Oaths. VIII Notary Public. VIII.2 Orthodox Church in America. IV.2, II.1 Other Parishes. IV.9 Parish Budget Authorization. XII.1 Dissolution of. XI.2 Employees, Positions. III.3 Funds Investment of. XII.4, XII.3 Meetings. See Meetings, Parish Member List. V.8 Name. I.1 Non-Members, Benefits of. IV.8 Pastor Engaging Services of. II.4 Removal of. II.5 October 19, 2011 Page 12 Property. III.1 Removal of Trustee or Auditor. IX.1 Restricted Gifts. XII.2 Seal. I.3 Self-Governing. III.1 Parlimentary Procedure Authority. III.2 Passing Motions. X.7 Tie Vote. V.6 Pastor. II.2 Administration of Oath. VIII.2 Applicant for Membership. IV.3 Choir Director. II.6 Compensation. II.4 Engaging Services of. II.4 Notice of Meetings. X.15 Other Clergy. II.3 Record Keeping. II.2 Removal of. II.5 Responsibilities. II.3, II.2 Petition Special Parish Meeting. X.2 President. XII.5, X.14, X.4, V.12, V.7, V.6 Choir Director. III.4 Motions Referring to. V.6 Petition for Special Parish Meeting. X.2 Property. XI.2, XI.1, V.6, III.1 Buildings. XI.5 Dissolution of St. Mary’s. XI.2 Purchase. XI.5 Records. V.10 Sale, Lease, etc. XI.3 Quorum. See Meetings, Board of Trustees or Meetings, Parish Recording Secretary. V.8 Amendments to bylaws. XIII.2 Notice of Meeting. X.15 Repairs. XII.1 Robert’s Rules of Order. III.2 Treasurer. XII.5, XII.4, V.12, V.10, V.6 Vice-President. XII.5, V.7, V.6 Voting Eligibility. X.8 President. V.6 Proxy Voting. X.9
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