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3? NEO SO 6_2 Term. The Interim Board of Directors will serve in this capacity until there are at least five Members and until the time as the General Assembly convenes a meeting, whether a Regular Meeting or a Special Meeting, to elect the Board of Directors in accordance with Section 7. 6_3 Duties. The Interim Board of Directors will have the duties and responsibilities assigned to the Officers of the Board of Directors. SECTION 7 BOARD OF DIRECTORS 7_1 General Powers. The Board of Directors is responsible for overseeing the Corporation's business objectives and responsibilities and any other obligations as may be delegated to the Board of Directors by the General Assembly. All of the business, power, authority and affairs of the Corporation will be exercised, conducted, managed and controlled by the Board of Directors, except where the law, the Articles of Incorporation, or this Code of Regulations requires action to be authorized or taken by the General Assembly. 7_2 Reporting Requirement. The President, or his or her designee, will report to the General Assembly on those items delegated to the Board of Directors and address any questions the General Assembly may have relative to the same at each (i) Regular Meeting of the General Assembly and (ii) Special Meeting of the General Assembly called for such a purpose. 7_3 Dele,gation of Duties. The Board may hire an entity or person to manage the day- to-day operations of the Corporation. 7_4 Director Bvlaws. For their own government the Directors may adopt bylaws not inconsistent with the Articles of Incorporation of the Corporation and this Code of Regulations. 7_5 Limitation Clause. Subject to the provisions of Chapter 167 of the Ohio Revised Code, the Ohio Nonprofit Corporation Law, the Articles of Incorporation and this Code of Regulations, the Directors are authorized and empowered to do and perform every act and thing whatsoever which they deem necessary, expedient or advisable to carry out the purposes of this Corporation. 7_6 Number, Election Membership and Tenure. (a) Number. There will be nine initial Directors. The number of Directors may be fixed or changed at a meeting of the General Assembly called for the purpose of electing Directors at which a quorum is present, by the affirmative vote of a majority of the Members entitled to vote on the proposal, but at no time will the number of Directors drop below three nor increase beyond nine. The number of Directors elected will be deemed to be the number of Directors fixed unless otherwise fixed by resolution adopted at the meeting at which the Directors are elected. -8- Northcast Ohio Sourcing Of;ice ???vw. ncoso.org 5422 F:GCt')(th St. Suite 150 I 1) 1216.5$1.6200 ? Cicvcland, OH 44125 f ?.?a? „?? .x..? ?;n,???,,: _ ,,, ,?.,?u?ras?????.,??,<_??•