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By-Laws of Market Center Association, Inc.

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X

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ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The property and business of the Association shall be managed under direction of the Board of Directors of the Association.

Section 2. Number and Term of Office. The number of directors shall be up to twenty-three (23), or such number as may be designated from time to time by resolution of a majority of the entire Board of Directors, provided, however, that the number of directors may not be less than either the minimum permitted by law. Directors need not be Members/Licensees. The Directors shall be elected for a term of two (2) years each or until their successors are duly elected and qualified.

Section 3. Filling of Vacancies. In the event of vacancy in the Board of Directors—whether by reason of a Director’s death, resignation, disqualification or removal, or by any other reason or cause with the exception of the reason of an increase in accordance with these By-Laws of the number of directors of the Association—the directors remaining in office, by affirmative vote of the majority thereof, may elect the person(s) to fill such vacancy and to hold office until the next election and thereafter until his/her successor shall be duly elected and qualified. In the event of a vacancy in the Board of Directors by reason of an increase in the number of directors in accordance with these By-Laws, a majority of the entire Board of Directors may elect the person to fill such vacancy and to hold office until the next election and thereafter until said Director’s successor shall be duly elected and qualified.

Section 4. Removal of Directors. Any Director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors.

Section 5. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board. Notice of the time or place for the holding of regular meetings of the Board shall be mailed, or sent electronically, to each Director at least ten (10) days before the meeting. Any business may be transacted at any regular meeting of the Board.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called, at any time and for any purpose or purposes, by the President or by the Vice President. Special meetings of the Board of Directors shall be called by the President or by the Secretary upon request in writing of a majority of the Board of Directors. The Secretary shall give notice, to each Director of each special meeting of the Board of Directors by mailing, emailing or telephoning the same at least three (3) days prior to the meeting, or by emailing or telephoning the same at least one (1) day prior to the meeting if the matter requires urgent or immediate attention. Any and all business may be transacted at any special meeting. Any Director may, in writing, waive notice of the time, place and objects of any special meeting. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such reconvened meeting other than by announcement at the adjourned meeting.

Section 7. Place of Meeting and Offices. The Board of Directors may hold their meetings, have one or more offices, and keep the books of the Association at such place or places, either within or without the State of Maryland, as they may, from time to time, determine by resolution, or by written consent of all, of the Directors.

Section 8. Quorum. A majority of all of the Directors present (but in no event less than two (4) Directors) shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 9. 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 Association which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors, excepting, however, the power to alter or amend the By-Laws, to distribute the assets of the Association, or recommend to the Members/Licensees any action requiring Member/Licensee approval, to approve any merger which does not require Member/Licensee approval, or to fill vacancies in the Board of Directors or in their own membership, which vacancies shall be filled by the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Compensation. Members of the Board of Directors, and Board Committees, shall receive no compensation for their services as such, but may, by resolution of the Board, be allowed reimbursement of their expenses actually and reasonably incurred on behalf of the Association.



Bylaws 2009 version 4/22/09