Holla

“Section 4.7 board action except as provided specifically below, every decision by the board to be considered board action or an act of the board requires a consensus decision of all of directors present at a meeting at which a quorum is present. If a vote is called by the chair, board action requires a vote by the majority of directors present at a meeting which a quorum is present. In the following circumstances, the oregon nonprofit corporation act requires: 1) a vote of the majority of directors in office at the time the vote is taken and present at a meeting: (a) to establish committees to exercise board functions and (b) to amend the articles of incorporation and bylaws (c) to sell assets not in the regular course of business (d) to merge, and (e) to dissolve 2) in the case of conflicts of interest, a majority of directors in office who have no direct or indirect interest in the transaction; and 3) in the case of removing a director, two-third (2/3) vote of all directors in office. A director who is present at a meeting when corporate action is taken is deemed to have assented to the action unless the director's objection or abstention to the vote is entered into the minutes of the meeting or the director delivers written notice of such objection or abstention to the secretary immediately after adjournment of the meeting. Section 4.8 board action by unanimous consent in writing any board action required by these bylaws to be taken at a meeting of the board may be taken without a meeting by a unanimous "consent in writing". A unanimous consent in writing is a written motion sent to all directors on the board for board vote. If all directors unanimously approve or unanimously disapprove the motion and each director signs the written motion to verify the vote, the motion and vote is considered board action. A unanimous consent in writing may be transmitted or received electronically provided that electronic signatures and communications are verified by the secretary, motions are adopted and effective on the date that all directors have responded. The final e-mail votes of the board will be board action and placed in corporate records by the secretary.”

“No review was or will be conducted.”

“No other documents available to the public.”