Article II - Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors, but shall be no less than three (3). Each director shall hold office until his or her death, resignation, retirement, removal, disqualification or until his or her successor shall have been elected and qualified. Directors need not be residents of the State of Alabama.

Section 3. Election of Directors. The directors shall be elected by the vote of the directors then in office; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot.

Section 4. Removal. Any director may be removed at any time with our without cause by the vote of a majority of the directors present at a meeting at which a quorum is present.

Section 5. Vacancies. Any vacancy occurring in the elected directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 6. Chairman of Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. In the absence of a Chairman, the President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

Section 7. Compensation. The Board of Directors may not compensate directors for their services, but it may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.