This Transition Article sets forth the provisions for the transition from the processes and structures defined by
the MTSA Bylaws, as defined prior to September 23, 2007 (the “Old Bylaws”), to the processes and structures defined
by the by-laws of which this Article is a part (the “New By-laws”).
12.2 Board of Directors.
Upon the adoption of the New By-laws, of which this Transition Article is a part, the Board of Directors shall
consist of the principal officers of the Old Bylaws and an election shall be held to determine the three remaining
board member positions. In the event of the death or resignation of one or more of the principal officers of the
Old Bylaws, such election shall be held to include the vacant officer position(s) in addition to the three remaining
board members. Until such election, the Board of Directors shall not conduct any business other than that required
for the election of the three remaining open board member positions and any open officer position(s) that may exist.
Upon the installation of the duly elected three remaining Board members and the installation of any required duly
elected officers, the Board shall be empowered as set forth in these New By-Laws and may begin to conduct business as
the initial Board of Directors of these New By-Laws. Such election shall take place not less than 14 days from the
date of the adoption of these New By-Laws and not more than 60 days from the date of the adoption of these New By-Laws.
All members, as defined in Article Three of the Old Bylaws, present in person at such election shall be empowered to
vote. Reasonable notice shall be given to all interested parties of such election. This election shall be held by
secret ballot. Ballots shall be counted by the President and/or Vice-President and shall be recorded by the Secretary.
Counting of ballots shall be done in full view of the voting membership. For the purposes of this Transition Article,
the principal officers in this paragraph shall be defined as President, Vice-President, Secretary, and
12.3 Limited Viability of Transitional Article.
Upon the Board of Directors’ adoption of these By-laws, this Transitional Article (Article XII) ceases to be
effective. The proper election procedures for the Board of Directors upon the effective date of these By-laws are
governed by provisions in Section 3.3 of Article III.