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The Directors who are physically present at a regular or special Board meeting may adopt for that meeting a procedure whereby, for quorum purposes or otherwise, any Director not physically present may be deemed present if the Director is able to communicate with each other Director who is deemed to be present, and to participate in the proceedings of the meeting, by telephone or otherwise.

Effective August 1, 2016, the above paragraph will read as follows:

Any Director (or any member of a committee designated by the Board) may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Bylaw 509 shall constitute presence in person at such meeting.

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