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following are duly elected voting members of the Co-op’s Board of Directors, to hold office until the
               first annual meeting of stockholders or until their successors are elected and qualify:

                       Name
                       Art Everson
                       Franklin Carson
                       Ed Doherty
                       Matt Fairbairn
                       Greg Flynn
                       Roy Raeburn
                       Michael Archer


                                                       ARTICLE III

                                            Meetings of Members of the Co-op

                       Section 3.1. Annual Meetings. An annual meeting of Co-op members shall be held each year
               at such date, time and place selected by the Board of Directors.

                       Section 3.2. Special Meetings.  Special meetings of members for any purpose or purposes
               may be called at any time by: (i) the Chairman of the Board of Directors; (ii) the President of the Co-
               op; (iii) by three of the voting members of the Board of Directors; or (iv) holders of not less than one-
               third (1/3) of all the outstanding Common Stock entitled to vote at such meeting, upon not less than
               twenty (20) nor more than sixty (60) days written notice to all members which shall state the place,
               date, hour and purpose or purposes of the meeting.

                       Section 3.3. Notice of Meetings.  Whenever members are required or permitted to take any
               action at a meeting, a written notice of the meeting shall be given that shall state the place, date and
               hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the
               meeting is called.  Unless otherwise provided by law, the certificate of incorporation or these Bylaws,
               the written notice of any meeting shall be given not less than twenty nor more than sixty days before
               the date of the meeting to each member entitled to vote at such meeting.  If mailed, such notice shall
               be deemed to be given when deposited in the United States mail, postage prepaid, directed to the
               member at his address as it appears on the records of the Co-op.

                       Section 3.4. Waiver of Notice by Attendance.  Attendance at a meeting, whether annual or
               special, shall be a waiver of notice, unless attendance is expressly for the purpose of objecting, at the
               beginning of the meeting, to the transaction of any business because the meeting is not lawfully called
               or convened.

                       Section 3.5. Adjournments.  Any meeting of members, annual or special, may adjourn from
               time to time to reconvene at the same or some other place, and notice need not be given of any such
               adjourned meeting if the time and place thereof are announced at the meeting at which the


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