BNFCF Board Meeting March 27, 2017

Bobby Nichols or a spouse thereof. The selection of the family member to hold the said seat shall be in the sole discretion of the Board of Directors. 4. Vacancy. Vacancies occurring in the Board by death, resignation, refusal to serve, or otherwise, shall be filled for the unexpired term by the vote of a majority of the remaining directors, though less than a quorum, at any regular or special meeting. 5. Removal. Any director may be removed at any time by a three-fourths majority vote of all the directors then serving. 6. Presumption of Assent. A director who is present at a meeting of the Board, or any committee thereof, at which an action is taken, shall be presumed to have concurred in the action unless his or her dissent thereto shall be entered in the minutes of the meeting or unless he or she shall submit his or her written dissent to the person acting as Secretary of the meeting before the adjournment thereof, or shall deliver or send such dissent to the Secretary of the Corporation promptly after the adjournment of the meeting. Such rights to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless he or she shall deliver or send by registered mail or certified mail his or her dissent thereto to the Secretary of the Corporation or shall cause such dissent to be filed in the minutes of the proceedings of the Board or committee within a reasonable time after learning of such action. 7. Chairman Emeritus. Bobby Nichols shall serve as the Chairman Emeritus of the Board until further action of the Board of Directors. ARTICLE VI MEETING OF THE BOARD 1. Place of Meetings. The meetings of the Board shall be held at the principal office of the Corporation or at any place within the United States that the Board may from time to time appoint. 2. Annual Meetings. The Board shall meet each year during the month of April, unless otherwise provided by resolution of the Board of Directors.The annual meeting of the Board of Directors shall be held on a date within sixty days following the Corporation’s annual primary fund-raising event, The Nichols Cup, as specified by the Board of Directors each year. Such other regular meetings of the Board shall be held at such time and place as may be specified by the resolution of the Board. 3. Special Meetings. Special meetings of the Board may be called at any time by the President or by two or more directors. 4. Notice of Meetings. Notice of any regular or special meeting of the Board shall be given at least five days previously thereto by written notice sent by any usual means of communication to each director to his or her address as shown by the records of the Corporation; however, notice may be waived before, at or after the meeting. 5. Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 6. Quorum. At all meetings of the Board, one-third of the total directors then in office shall constitute a quorum for the transaction of business. When a quorum is once present to organize the

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