PROCEDURE FOR BOARD MEETINGS Adopted March 16, 2004

1. Upon personal initiative or as determined in the bylaws, the Chair of the Board will instruct the Secretary to issue a call for a meeting. The call must be sent to all Directors at least forty eight hours before the scheduled beginning of the meeting. The call must include the time and place of the meeting or the method by which Directors may participate and how foundation members or the public may observe the meeting. The call must also include a standing or special agenda.

2. In the absence of a special agenda, the standing agenda of Board meetings will be:

       1. Call to order by the Chair or, in the absence of the Chair by the Vice-Chair. In the absence of both, the Treasurer may convene the meeting.

       2. Roll call of Directors and determination of a quorum.

       3. Adoption of the agenda

       4. Acceptance of minutes of previous meetings

       5. Receipt of reports

       6. Old business

       7. New business

       8. Announcements.

3. The procedure for roll call votes is:

       1. The Chair entertains a motion and second.

       2. The Chair instructs the Secretary to note the time, read the question and poll the Directors. Directors will have seventy-two hours following the noted time to cast an "aye" or "nay" or “present” with the Secretary. Directors may vote in-person or electronically.

       3. After the seventy-two hours has passed, the Secretary will report the ayes and nays in the minutes of the meeting. Motions receiving at least a simple majority of "ayes" will be reported as carried so long as the sum of both the "ayes", the "nays" and the “presents” is sufficient for a quorum. In reporting the failure of a motion, the Secretary will note if the motion failed for a lack of a quorum.

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