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shall mean: (a) a material breach by the Director of the policies of the Co-op, including the Code of
Conduct, not cured within thirty (30) days after the Co-op delivers notice of such breach to the
Director; (b) commission of the Director of any substantial dishonest act, fraud, embezzlement,
bribery, extortion or theft involving the Co-op or CSCS; (c) conviction of the Director, whether
following a trial or by a plea of guilty or no contest, of any criminal charges involving moral
turpitude, dishonesty, fraud, embezzlement, bribery, materially false or misleading statements,
extortion or theft; (d) engaging in any improper act or making any improper statement by the Director
that materially impairs the business interests of the Co-op or CSCS as determined in the sole, but
reasonable discretion of the Co-op; or (e) termination of membership in the Co-op pursuant to the
Membership Subscription Agreement.

Section 4.10. Voting. The affirmative vote of a majority of all voting members of the Board
of Directors shall, except as otherwise specifically provided in these Bylaws, be the act of the Board
of Directors on any matter properly submitted to the Board of Directors. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all persons participating in the meeting can hear
each other and such participation in a meeting shall constitute presence in person at such meeting.
Upon the demand of a majority of the voting members of the Board of Directors participating in a
meeting, the voting upon any question before the meeting shall be by secret ballot. The President
shall not be entitled to vote on matters brought before the Board of Directors.

Section 4.11. Chairman and Vice-Chairman.

(a) The Board of Directors shall at each annual meeting elect by the affirmative
vote of a majority of the entire Board of Directors a Chairman and a Vice-Chairman, each of whom
shall serve until the next annual meeting of the Board of Directors and until his successor is duly
elected and qualified. Neither the Chairman nor the Vice-Chairman may be directors elected by the
Series A share of Common Stock.

(b) The duties of the Chairman shall be to preside at all meetings of the Board of
Directors and members. The Chairman shall oversee the President in his assigned duties as
established and authorized by the Board of Directors. The Chairman shall have the power to execute
in the name of the Co-op any authorized corporate obligation or other instrument and shall perform
all acts incident to the Office of Chairman or Directors. In the absence of the Chairman or his
inability to perform, the Vice-Chairman shall assume his duties.

Section 4.12. Meetings: Chairman and Secretary. At all meetings of the Board of
Directors, the Chairman, or in his absence, the Vice-Chairman, shall act as chairman of the meeting
and the Secretary of the Co-op shall act as secretary, except that if any one of them shall be absent, a
chairman or secretary, or both, may be chosen at the meeting.

Section 4.13. Compensation and Expenses. All members of the Board of Directors shall
serve without compensation. Reasonable expenses of members of the Board of Directors attending
regular and called meetings shall be reimbursed by the Co-op, provided, that such expenses are not in

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