The following section of the bylaws was inadvertently left out of the last Monday Morning Report and is resubmitted here for you to vote on. The staggered terms shown here were decided upon prior to the April 24 meeting in DC by the then Executive Committee. Please note that the addresses on this section are now complete, so if your address is not listed, don’t panic. Tom does have them. Kim [Burdick]: Here is the amendments to Article V Directors to (a) stagger the terms of Directors, and (b) allow the members to vote for directors (vice a self-selecting board as originally proposed). I also attach a resolution showing how the current crop of directors will be divided into classes. It follows the staggered terms I wrote into the certificate of incorporation in April, 2004, for the corporation. Tom [Reed] ------------------------------------------------------------------ SEQ CHAPTER \h \r 1PROPOSED AMENDMENT TO ARTICLE FIVE. BOARD OF DIRECTORS BE IT RESOLVED, THAT Article Five (Board of Directors) be amended to read as follows: ARTICLE FIVE. BOARD OF DIRECTORS. Section 1. General Powers. The Board of Directors shall manage the general affairs of the Corporation. Directors need not be residents of the State of Delaware. Section 2. Number, Tenure and Qualifications. (a). The Board shall consist of from five to forty persons who are nominated by the state chapters and elected by a majority vote of the members of the Corporation. Each State Chapter shall nominate at least three Directors. Except for the initial term of Directors, a director shall serve for a term of three years, or until a successor is elected. (b) The Directors will be divided into three Classes as follows: (1) Class I, term to expire April 30, 2005; (2) Class II, term to expire April 30, 2006; (3) Class III, term to expire April30, 2007 The first Board of Directors will be assigned to Directorship classes by a resolution of the Board, and election or appointment of Directors shall be made in accordance with the resolution thereafter. Section 3. Annual Board Meeting. The Annual Meeting of the Board will be scheduled during the Annual Meeting of the Members. The Directors will announce the officers for the next year at the Annual Meeting of the Members. Section 4. Special Board Meetings. The Board may meet at any other time and place that may be set by the Chair or by twenty-five (25%) percent of the Directors. Section 5. Notice of Board Meetings. Notice of any special meeting of the Board of Directors must be given at least ten (10) days before the date of the special meeting. The meeting notice must be written (which includes notice by e-mail) and must contain a brief agenda. Any meeting notice required by section 4 must be mailed to each Director at the Director's address shown on the Secretary's records at least ten(10)days before the meeting date. Section 6. Quorum. A majority of the Directors is a quorum for transacting any business at the annual meeting of directors or at any special meeting of directors. Section 7. Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors, unless a greater majority is required by these by laws. Section 8. Vacancies. If a Director's position becomes vacant between terms, the Board may appoint an interim Director to serve in that Director's place until the next regular election of Directors by the Members. Section 9. Voting (a) Any question including election of officers or appointment of interim directors may be conducted by mail, by telephone or by e-mail in such manner as the Board of Directors may deem appropriate. A Director who votes by mail, telephone, e-mail or other method prescribed by the Board is counted as present for purposes of a quorum. (b) A Director is eligible to vote may vote by proxy. A proxy is valid for one Board of Director’s meeting. A proxy must be in writing and signed by the Director. It must designate the person who will vote the proxy. A proxy vote authorization expires after the meeting at which it is used. Section 10. Executive Committee. The Executive Committee is responsible to the Board for the general management of the Corporation. The Executive Committee consists of the Chair, Vice Chair, Corresponding Secretary, Recording Secretary and the Treasurer. The Executive Committee will meet at least once each quarter at a place and time designated by the Chair. ------------------------------------------------------------------ RESOLUTION OF THE BOARD OF DIRECTORS OF WASHINGTON-ROCHAMBEAU REVOLUTIONARY ROUTE ASSOCIATION BE IT RESOLVED THAT the initial members of the Board of Director be assigned to Directorship Classes as follows: CLASS I, TERM TO EXPIRE APRIL 30, 2005 No. / NAME / ADDRESS / TERM EXPIRES 1 Yolande Bossman April 30, 2005 2 Joyce Jones Franks 1116 Grinell Rd. Wilmington, DE 19803 April 30, 2005 3 Nicholas Gorham April 30 2005 4 Edward Grenwald April 30, 2005 5 Raymond Hester 3701 Philadelphia Pike Claymont, DE 19703 April 30, 2005 6 Carol P. Howerton April 30, 2005 7 Col. James Johnson April 30, 2005 8 James A. McCafferty 613 Rosier Rd Fort Washington, MD 20744 April 30, 2005 9 Robert McKenna April 30, 2005 10 Ursula Reed April 30, 2005 11 Richard Simon April 30, 2005 12 Robert J. Stackpole April 30, 2005 13 Duane Tressler April 30, 2005 14 Jack Warren April 30, 2005 CLASS II, TERM TO EXPIRE APRIL 30, 2006 No. / NAME / ADDRESS / TERM EXPIRES 1 J. Winthrop Aldrich April 30, 2006 2 Fred Allen April 30, 2006 3 Lee Patrick Anderson 251 Mullica Hill Rd. Mullica Hill, NJ 08062 April 30 2006 4 Roger Begin April 30, 2006 5 Kim R. Burdick 2420 Dorval Rd. Wilmington, DE 19810 April 30, 2006 6 Christine Cousineau 334 Boyleston St. Boston, MA 02116 April 30, 2006 7 Jean T. Federico April 30, 2006 8 Serge Gabriel 10-H Lewis St Greenwich, CT 06830 April 30, 2006 9 J. Joseph Garrahey April 30, 2006 10 Peter Lillbach, Ph.D. April 30, 2006 11 Ralph D. Nelson, Jr. 205 Mercury Rd. Newark, DE 19711 April 30, 2006 12 Marolyn Paulis April 30, 2006 13 Carl Nittinger April 30, 2006 14 M. Hall Worthington, Jr. April 30, 2006 CLASS III, TERM TO EXPIRE APRIL 30, 2007 No. / NAME / ADDRESS / TERM EXPIRES 1 Jacques Bossière 115 Conyers Farm Dr. Greenwich, CT 06831 1 April 30, 2007 2 Eugenia E. Fiechter P.O. Box 1177 Chadds Ford, PA 19317 April 30, 2007 3 Nicholas Goreham April 30 2007 4 Tema Harnick April 30, 2007 5 Jean Hultgren April 30, 2007 6 Caroline Lareuse 256 Shady Brook Ln. Princeton, NJ 08540 April 30, 2007 7 Larry McKinley April 30, 2007 8 Robert Reyes April 30, 2007 9 Susan Saundry April 30, 2007 10 Peter Selzer April 30, 2007 11 Bruce Wilcox 1100 New Jersey Ave Suite 800 Washington, DC 20003 April 30, 2007 12 Roseanna Gorham April 30, 2007 ADVISORS TO THE BOARD (No term ) Connecticut: Mary Donohue Delaware: Maryland: Massachusetts: New Jersey New York Pennsylvania: Daniel Thomas-Easton Rhode Island Virginia: Nicole Yancey, Consul; Alfred McJoint Massachusetts: none at this time. Julie Winch will be elected in April 2005 HONORARY BOARD Comte de Rochambeau Mme Jean-Paul Angles Bruce Boeglin Philander Chase, PhD Edward Cooch, Esq. Jacques de Trentinian Richard Duque Betty Jane Johnson Gerber Jay Wayne Jackson His Excellency Jean-David Levitte, Ambassador Claude Anne Lopez, PhD J. Robert Lunney Col. Stuart Boone McCarty Jean-Philippe Perol Mathieu Petitjean James Rees, PhD Rhonda Roberson Elizabeth Stribling Robinson Jean-Jacques de St Andrieux Robert Selig, PhD Rev. Richard C. Stazesky, Sr. Gail Stern, PhD Princess Marie-Sol de la Tour de la Auvergne Jack W. Shannahan Major General (US Army Ret.) William F. Ward Guy Wildenstein Frederick Williamson, PhD