ABOUT THE COALITION

By-Laws

ARTICLE III:Board of Directors

ARTICLE III:Board of Directors

Section 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. The Board of Directors shall be elected by the members at the annual meeting of members, in a manner consistent with Section 3 herein below. At the annual meeting of members, the reappointment of those directors whose terms are to expire, shall be decided by a majority vote of all members present, whether in person, by proxy, or by electronic communication at such a meeting.

Section 2. Number and Term of Office. The number of directors shall be seven (7) or such other number, but not less than three (3) nor more than ten (10), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Directors must be members or a duly appointed representative of a member. Except as otherwise provided hereinbelow, the directors shall serve for a period of two (2) years. At each annual meeting of the members, the successor directors shall be elected to hold office for a term of two (2) years.

Section 3. Nomination and Election of Directors. (a) All members of the Board of Directors shall be elected at the annual meeting of the members as follows:

The initial members of the Board of Directors shall be appointed in the Corporation’s Articles of Incorporation. In each year following the initial appointment of the Board of Directors, the number of directors to be elected during the annual meeting of members will be noted at the start of the meeting. At the initial meeting of the directors, the Board of Directors shall be classified into two classes, with three of the initial directors in class 1 and four of the initial directors in class 2. The initial directors shall decide which directors will be class 1 directors and which will be class 2 directors in their initial meeting. In the event that the number of directors shall be increased or decreased, it is the intent of the incorporators that an equal number of directors shall be in class 1 and class 2. Except as otherwise provided hereinbelow, each class of directors shall be elected for a term of two (2) years. The term of office of all directors shall begin immediately after their election. The directors elected to fill the positions in class 1 will, however, serve an initial term of one year and the directors elected to fill the positions in class 2 will serve an initial term of two years. At the expiration of the term of the initial class 1 directors, their successors to be elected from time to time by members at the annual meeting of members, shall serve a two-year term.

(b) Directors shall be nominated and elected from among members (as defined in Article II, Section 8 hereof) on a member and not an individual basis, such that the member’s representative shall serve on the Board of Directors and members may appoint a different representative at their sole discretion any time during the two year term.

(c) All members of the Board of Directors shall serve until the expiration of their respective terms or until they shall sooner resign, be removed, or die and until their respective successors are elected and qualified to serve. Any director may resign from the Board of Directors by providing thirty (30) days written notice to the Corporation.

(d) At least thirty (30) days prior to the Annual Meeting of the members of the Corporation, the Nominating Committee shall decide upon a slate of directors to replace or succeed those directors whose terms are expiring, and shall present such slate to all members not less than twenty (20) days prior to said Annual Meeting. Upon written request of at least one of the members of the Corporation, made to a member of the Nominating Committee not less than ten (10) days prior to said Annual Meeting, designating an additional slate or slates of directors, the Nominating Committee shall present such slate or slates to all the members of the Corporation. Immediately thereafter, the Secretary shall apprise all members of the Corporation of said slate or slates.

The Nominating Committee shall thereafter present the said slate or slates of nominees to all members of the Corporation for election at the Annual Meeting.

Section 4. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of a majority of the directors.

Similarly and in the event of the number of directors being increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting of members.

Any director may be removed from office with or without cause by either (i) the affirmative vote of a majority of the members entitled to vote at any special meeting of members called for that purpose; or (ii) the affirmative vote of two-thirds (2/3) of the directors entitled to vote at any special meeting of directors called for that purpose.

Section 5. Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the District of Columbia, at such place or places as they may from time to time determine by resolution or by written consent of a majority of the directors. To the extent permitted by District of Columbia law governing Non-Profit Corporations, the Board of Directors may hold their meetings by conference telephone or other similar electronic communications equipment.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of members at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least seven (7) days prior to the meeting or by telegraphing the same at least four (4) days before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.

Section 8. Quorum. A quorum shall consist of a majority of the Members of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

Section 10. Compensation of Directors. Directors shall not receive any stated salary for their services as such. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity, and receiving compensation therefore.

Section 11. Nominating Committee. The Board of Directors shall elect a Nominating Committee consisting of the President and at least one other director. The Nominating Committee shall be selected by the Board of Directors at the regular meeting of the Board of Directors following the annual meeting.

Section 12. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.