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NEO I SO event an individual Director completes his or her sixth year of membership in the Board of Directors before his or her current term is completed, that Director will be deemed to have resigned his or her position upon completion of his or her sixth year of inembership. A replacement Representative will be elected according to the terms of Section 5.2(b)(i). 7_7 Annual Meeting. The Annual Meeting of the Board of Directors, commencing with the 2006 meeting, will be held on the second Wednesday of July each year, or on such other date as designated by the President or the Directors. The purpose of the Annual Meeting will be to transact such business as may come before the meeting. The Annual Meeting will be held at the place and time specified in the Notice of the meeting required by Section 7.11 below. 7_8 Regular Meeting. A Regular Meeting of the Board of Directors will be held immediately following the adjournment of the Regular Meeting of the General Assembly or a Special Meeting of the General Assembly at which Directors are elected. The holding of the meeting of the General Assembly will constitute notice of the Directors' meeting and the meeting may be held without further notice. Other Regular Meetings may be held on such days and at such times and places as may be fixed by the Board. The Board may elect not to set Regular Meetings in a given year. 7_9 Special Meetings. Special Meetings of the Board of Directors may be called by the President or by any two Directors at such times and places as the person or persons calling the meeting specifies in the notice of the meeting required by Section 7.11 below. 7.10 Location of Meeting. Meetings of the Directors may be held at any place within or without the State of Ohio as specified in the notice of the meeting. Meetings may be held in person and through any communications equipment if all persons participating in the meeting can hear each other. 7.11 Notice. The following provisions will govern notice: (a) Written notice of the time and place of each regular or special meeting of the Directors (other than the regular meeting of Directors following the adjournment of the annual meeting of the General Assembly or following any special meeting of the General Assembly at which Directors are elected) will be given to each Director either by personal deliveiy or by mail, facsimile telecopy, telegram, or electronic mail at least 3 days before the meeting. (b) Except in the case of a special meeting, the notice need not specify the purpose of the meeting. (c) Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting. -10- Northcast Ohio Sourcing OfFice «ti"v. ncoso.org 5422 F.ast )Gth St. Suite 150 p I 216.581.6200 1 Clevcland, OH 44125 f 1216581.6213