SECTION 4. Neither the Board of Directors nor any of its members shall be held liable for damages, nor incur financial or other obligations of any kind, when acting in good faith and performing their clearly designated duties and responsibilities to the extent permitted by law and the By-Laws of this corporation. SECTION 5. The Board of Directors shall elect their Chairperson and Vice-Chairperson from among their own number. The Chairperson shall act as presiding officer at Board meetings and shall represent the Foundation in all business and legal matters. The Vice-Chairperson shall serve as presiding officer in the absence of the Chairperson and shall succeed to that office in the event of the Chairperson's death or resignation. In the absence of both the Chairperson and the Vice-Chairperson, a Chairperson, pro tem, shall be selected from the directors present and shall serve for that Board meeting. ARTICLE X - MEETINGS OF THE BOARD OF DIRECTORS SECTION 1. The Board of Directors shall hold regular monthly meetings during the first week of each month and special or emergency meetings as required. A notice of the time and place of the regular monthly meeting shall be posted not less than three days in advance of such meeting. A notice of the time and place of any special or emergency meeting shall be posted as early as may be practicable. SECTION 2. Regular and special meetings of the Board of Directors shall require a quorum of not less than three Directors for the transaction of business. SECTION 3. Emergency meetings, for the purpose of preserving the immediate health and safety of persons or property, shall require no quorum to be present in order to act. However, if less than a quorum is present in the fact of such and emergency, a unanimous vote of all Directors present shall be necessary to act. SECTION 4. Any action taken by the Board of Directors shall be referred to the Voting Members for referendum if demanded by petition of at least 10% of the Voting Members. All petitions for referendum must be posted within 10 days of the posting of the minutes of the meeting of the Board of Directors at which the decision referred to the Membership was made. A majority vote of Voting Members present and constituting a quorum (not less than six voting members) shall rescind the Board's action. ARTICLE XI - POLICIES AND ADMINISTRATIVE COMMITTEES SECTION 1. The Voting Membership may adopt administrative policies at the regular monthly Membership Meetings in April and October of each year. A proposed administrative policy may be presented by any Voting Member to the Membership in April and October of each year by placing the same on the agenda for that meeting. Upon the two-thirds majority vote of the Members, voting in person or by absentee ballot, at said meeting at which a quorum is present, such proposal shall become the administrative policy of the Foundation and shall continue in full force and effect until revoked or amended as provided above. SECTION 2. Administrative policies may govern any aspect of Foundation operation and community function not inconsistent with the corporate charter of these By-Laws and shall have no retroactive effect. ARTICLE XII- SPIRITUAL, RELIGIOUS AND EDUCATIONAL MEETINGS SECTION 1. Spiritual, religious and educational classes and meetings shall be regarded as important parts of the activities of the Foundation. 5