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either on her own authority or at the request of two-thirds of the Board
        of Directors.  Electronic notification shall be given with no less than
        three (3) days advance notice.


               Section 7.  At all meetings of the Board of Directors, a majority
        of the directors shall constitute a quorum for the transaction of
        business. 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,
        except as may be otherwise specifically provided by statute.

               Section 8.  Unless otherwise restricted by the Certificate of
        Incorporation or these bylaws, any action required or permitted to be
        taken at any meeting of the Board of Directors or of a committee, as
        the case may be, shall be recorded in writing and the writing or writings
        filed with the minutes of proceedings of the board or committee.

               Section 9. Any Director elected by the foundation may be
        removed from her position as director upon a two-thirds vote of the
        members of the foundation.

        A Director can be removed from office for failing to attend at least 70%
        of regular Board meetings.

               Section 10.  The Corporation shall establish an Advisory Board
        to help facilitate the implementation of its mission. The Advisory Board
        may include prominent leaders from business, the non-profit sector,
        and philanthropic organizations and serve a two (2) year term. In
        addition, the Advisory Board may include one (1) former president of
        the Foundation and one (1) former president of the Alpha Kappa
        Omega Chapter.

               The Advisory Board will consist of no more than nine (9)
        members, selected by the Board of Directors to bring unique
        knowledge and skills, which complement the knowledge and skills of

        Ivy Educational & Charitable Foundation                    Page 34
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