Bylaws

Chapter 5. Board of Directors

BYLAW 504. DIRECTOR TERM LIMITS BEGINNING AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS HELD IN FEBRUARY 2024.

[Adoption date of amendment: February 15, 2024.]

(a) As of the annual meeting of the Board held in February 2024 (the “2024 Annual Board Meeting”), a Director with 15 or more years of service on the Board as of the 2024 Annual Board Meeting will become subject to the term limits set forth in Bylaw 503 (which will apply to terms served prior to the 2024 Annual Board Meeting) as follows:

(i) If elected to a two-year term in 2024, upon expiration of that term in February 2026, a Director shall become subject to the term limits as set forth in Bylaw 503;

(ii) If elected to a one-year term in 2024, upon expiration of that term in February 2025, a Director is eligible for election to one additional two-year term and, thereafter, upon expiration of that term in February 2027 shall become subject to the term limits as set forth in Bylaw 503.

(b) As of the 2024 Annual Board Meeting, a Director with at least seven but less than fifteen years of service on the Board as of the 2024 Annual Board Meeting will become subject to the term limits set forth in Bylaw 503 (which will apply to terms served prior to the 2024 Annual Board Meeting) as follows:

(i) If elected to a two-year term in 2024, upon expiration of that term in February 2026, a Director is eligible for election to one additional two-year term and, thereafter, upon expiration of that term in February 2028 shall become subject to the term limit as set forth in Bylaw 503;

(ii) If elected to a one-year term in 2024, upon expiration of that term in February 2025, a Director is eligible for election to two additional two-year terms and, thereafter, upon expiration of that term in February 2029 shall become subject to the term limits as set forth in Bylaw 503.

(c) As of the 2024 Annual Board Meeting, a Director with less than seven years of service on the Board as of the 2024 Annual Board Meeting shall immediately become subject to the limit on terms as set forth in Bylaw 503 (which will apply to terms served prior to the 2024 Annual Board Meeting).

(d) Any individual who is not serving on the Board as of the 2024 Annual Board Meeting but who previously served on the Board and is elected to the Board beginning on or after the 2024 Annual Board Meeting shall immediately become subject to the term limits as set forth in Bylaw 503 (which will apply to terms served prior to the 2024 Annual Board Meeting).