Cryogenic Engineering Conferecne Inc.

“The board of directors shall consist of: (1) nine directors elected by the corporation membership (elected directors) as provided for in section 3, (2) the registered agent of the corporation, (3) the immediate past chairman of the cryogenic engineering conference, and (4) directors appointed in accordance with section 4 (appointed directors). Each director shall hold office until his successor shall have been elected and qualified. Directors need not be residents of illinois. The number of directors may be decreased to not fewer than 9 or increased to any number from time to time.”

“Elected directors. Except for the first annual election, the elected directors shall be elected for terms covering three successive cryogenic engineering conferences. At the first annual meeting, one-third of the directors shall be elected for a term of three conferences, one-third for two conferences, and one-third until the next conference. Thereafter, at each annual meeting, directors to fill the vacancies of those directors whose terms have expired will be elected. A nominating committee, appointed by the president of the corporation, and chaired by the vice president, will nominate candidates for the board of directors for consideration by the members of the corporation. The nominees for board members are to replace those members whose terms are ending. Insofar as practicable, nominations should be balanced as to academic, governmental, and industrial background. Nominating petitions bearing the signatures of at least ten corporation members shall be addressed to the vice president of the corporation board of directors thirty (30) days in advance of the election. All nominees shall have been previously contacted and shall have expressed their availability. The members of the corporation will vote by written ballot during the cryogenic engineering conference. Appointed directors. The appointed directors shall be appointed by a majority vote of the board of directors. The term shall be for one cryogenic engineering conference. Appointed directors shall have full voting privileges at board meetings.”

“The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws or the articles of incorporation.”

“REVIEWED AND SIGNED”

“It does not unless requested”