U.P.R.C By-Laws (Amended 10-11-2000) - Page Three

Article V: OFFICERS OF THE BOARD (continued ... )

and prepare financial reports and other duties as authorized by the Board.

Section 5: General Powers

The Board of Directors shall have the power to:

A. Determine the policies and manage the affairs of the UPRC.

B. Establish standing or special committees

Section 6: Removal, Resignation or Vacancy

Any member of the Board of Directors may be removed from the Board by a unanimous vote of the other members of the Board. A vacancy in the board may be filled by a vote of the Board members at the next regular meeting of the UPRC. The member elected to fill such vacancy shall serve until the next annual election.

ARTICLE VI: MEETINGS & COMMITTEES

Section 1: Place of Meetings

All meetings of the UPRC shall be held in the Upper Peninsula of Michigan.

Section 2: Annual Meeting

An annual meeting shall be held in conjunction with the Annual Conference. The board shall determine the time and place for the Annual Meeting.

Business to be conducted at the Annual Meeting shall include:

Report of the Chair

Report of the Vice-Chair

Report of the Secretary

Report of the Treasurer

Report of Committees

Election of Board Members

Election of Officers

Section 3: Regular Meetings

The UPRC Board of Directors shall meet at least two (2) times a year at the time and place decided by the Board.

Section 4: Special Meetings

Special meetings of the UPRC may be called by the Chair or by three (3) officers.

Section 5: Meeting Notices

Annual Meeting: Notice of Annual Meeting will be mailed to voting members at least twenty (20) days prior to the meeting date.

Board Meetings: Notice of Board Meetings, including agenda shall be given to members of the Board at least seven (7) days prior to the meeting.

Special Meetings: Notice of special meetings, including agenda, shall be given to members at least three (3) days prior to the meeting.