Article III, Section 5, Subsections (b) and (c). Voting by Mail for Directors

(b) In the event that a director becomes totally incapacitated by a health condition, impairment, accident, death or other condition, which shall be determined to a reasonable medical certainty, the remaining directors may declare that a vacancy exists and appoint a director who shall serve until the next regular members meeting or election date or until a successor has been elected and qualified. In order to make a determination that a director has become totally incapacitated, the directors shall convene a Special Meeting to consider and evaluate: 1) whether the director is indeed incapacitated; 2) whether to remove that director as a result of his/her death or incapacity; and 3) whether to replace that director as a result of his/her death or incapacity. In evaluating whether a director is totally incapacitated, the Board may consider, for example, whether the director has not been present at three (3) consecutive board meetings because of health or illness, and is not expected to recover or be able to return to board service.   

(c) If a director is absent without good reason cause from three regular board meetings within any one year period, the remaining directors may declare that a vacancy exists and appoint a director who shall serve until the next regular members meeting or election date or until a successor has been elected and qualified.