Article II - Directors

The business of the Association shall be conducted by a Board of Directors who shall arrange for a suitable principal office for the Association and may provide for such offices elsewhere as they deem necessary, shall fix the compensation of all officers and employees of the Association, shall employ a Manager as hereinafter provided, shall select depositories for the Association’s funds, shall adopt a seal for the Association, and shall have all other powers necessary or proper for the management and conduct of the business and affairs of the Association that are not by law or these By-Laws required to be exercised otherwise.

The Board of Directors shall consist of such number of persons, not less than thirteen and not more than twenty-five, as shall be determined at each annual meeting of the Members which persons shall be either Members of the Association or officers of Member corporations, except that up to four Directors need not be either Members or officers of Member corporations. If a government or governmental agency be a Member, any person or persons duly authorized in writing thereby shall be accredited as such Member for purposes of service on the Board of Directors. A majority of the Directors shall be citizens and residents of the United States, and not less than three Directors shall be residents of the State of New York. At least two of the principal officers of the Association shall be members of the Board of Directors. In no case shall as many as a quorum of the Directors be officers or salaried employees of the Association or of the Manager. The Directors shall be elected at the annual meetings of the Members by a majority of the votes cast thereat. A person, to be eligible for election as a Director, must be nominated by a Member other than himself or a corporation of which he is an officer, by written nomination filed with the Secretary at least fifteen days before the meeting at which Directors are to be elected, provided, however, that a Director qualified and serving at the time of the meeting shall be eligible for nomination for reelection without advance notice. The Directors shall hold office until their successors are chosen and have qualified. Vacancies in the Board of Directors occurring in the interval between annual meetings shall be filled by a majority vote of the remaining Directors as soon as possible after the vacancy occurs, and the persons so elected shall hold office until their successors are chosen and have qualified. In the interval between annual meetings of the Members, the number of Directors (within the above prescribed limits) may be increased, but not decreased, by a three-fourths vote of those present at any meeting of the Board of Directors, but in any event not less than a majority of the entire Board; and vacancies in the Board shall be deemed to exist to the extent of such increase.

The Directors shall receive for their services each year such compensation as shall be determined by the Members at their annual meeting. Each Director shall, in addition, be entitled to be reimbursed for any expense incurred by him in connection with his duties as Director.

The Board of Directors shall hold an annual meeting immediately following the Members’ annual meeting and such further regular meetings (not less than three per annum) at such times, places, and at such intervals as may be fixed by resolution of the Board of Directors; and the Chairman, Secretary or two Directors shall have power to call a special meeting of the Directors upon two days notice. Every Director shall, for all purposes, be deemed to have been duly notified of any meeting if he shall be present thereat in person, or shall before or after the meeting file with the Secretary a waiver of the notice thereof. One meeting of the Board of Directors shall be held within the State of New York and the three other regular meetings may be held elsewhere. A majority of the Directors shall constitute a quorum for the transaction of business and the concurrence of a majority of the Directors present shall be sufficient for any action except as may be otherwise provided herein or in the Association’s Charter or in law. If a quorum be not present those in attendance may adjourn the meeting to a future time and place. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all Members of the Board of Directors or committee consent in writing to the adoption of a resolution authorizing the action.

No Director shall act upon any claim against the Association in which he, or any corporation of which he is an officer, director, employee or stockholder, is interested.

The Board of Directors shall cause the accounts of the Association to be audited every fiscal year by the auditor appointed by the Members, and such audited accounts shall be presented to the Board of Directors at the annual meeting each year.

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other committees, each consisting of one or more directors, and each of which, to the extent provided in the resolution and permitted by the Charter or By-Laws, shall have all the authority of the Board, consistent with the laws of the State of New York. The Board may designate one or more Directors as alternative members of any such committee, who may replace any absent or disqualified member or members at any meeting of such committees. Each such committee shall serve at the pleasure of the Board.