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Article III — Regular Membership Meetings

Section 1. Annual Meeting. A meeting may be held annually for the consideration and purpose of such matters as the Board may determine. Such an annual meeting shall be held during the fiscal year and after the last business day of March at such date as shall be fixed by the Board. The meeting may be conducted electronically in the form of a web cast or a dial-in telephone conference call so long as Board Members can hear each other during appropriate debate. Voting on a web cast or conference call is permitted provided that a majority of the Board are logged into the web cast or on the call.

Section 2. Special Meetings. Special meetings of ASFONA may be held via web cast or dial-in conference call, as may be designated in the notice of said meetings, upon call of the President or the Board, either at their own request or upon written petition by at least one-third of the Board. Any such request shall state the purposes for which such meeting is called.

Section 3. Notice of Meetings. Written notice of each meeting of ASFONA shall be given except that no notice of an adjourned meeting need be given except where required by law. Each notice of a meeting shall be given in person or by mail or email not less than 30 nor more than 60 days before the date of the meeting and shall state the time and place of the meeting and the purposes for which the meeting is called. If mailed or emailed, notice shall be considered given when mailed or emailed.

Section 4. Quorum. If a quorum is not present or represented at any meeting of ASFONA, the President may adjourn the meeting until a quorum shall be present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. Participation in the meeting by means of a web cast or telephone conference shall constitute presence in person.

Section 5. Voting. When a quorum is present at any meeting, a majority of the votes by Board Members present in person or represented by written proxy shall decide all other matters brought before such meeting, unless an express provision of law, the Articles of Incorporation or these By-laws require a different vote, in which case such express provision shall govern and control the decision of the matter.

Section 6. List of Members. ASFONA shall keep at its registered office or principal place of business a record of ASFONA Members, giving their names, addresses, and, if applicable, e-mail addresses. ASFONA shall maintain the confidentiality of the membership list and shall not release or otherwise disclose its contents to third parties including any Franchisor or any affiliates of the Franchisor.

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