WHEREAS, at the January 25, 2001 meeting of the Board, a Resolution was passed authorizing publication of a proposed amendment to Section 406 (C) of the Association’s Bylaws, proposed by Chancellor Carl S. Primavera (the "Primavera Amendment") following which it was duly published in accordance with the Bylaws;

WHEREAS, the proposed Primavera Amendment would amend Section 406 (C) of the Bylaws and replace its current first sentence with the following:

A Member who, by reason of illness, disability or accident, will be physically unable to vote in person may vote by absentee ballot. In addition, a Member whose principal office is located outside of the area known as Center City Philadelphia, or who will be absent from that area on election day, also may vote by absentee ballot. The area known as Center City Philadelphia is defined as that area bordered on the east by the Delaware River, on the west by the Schuylkill River, on the north by Spring Garden Street and on the south by South Street.

WHEREAS, at the October 26, 2000 meeting of the Board, a Petition signed by at least 200 members of the Association was presented that proposes several changes to Section 406 of the Association’s Bylaws (the "Petitioners’ Amendment");

WHEREAS, the proposed Petitioners’ Amendment would amend the title of Section 406 to read "Section 406. Voting", delete Section 406 (C) providing for absentee ballots and amend Section 406 (B) as follows:

The election shall be by (1) secret mailed ballot and (2) paper ballot or voting machine. In addition, Members may vote electronically over the Internet to the extent permitted by law pursuant to procedures established by the Board to preserve the confidentiality of the Member’s vote and the integrity of the voting process. Voting machines, if available, shall be preferred for in-person voting, unless there is an election at which there is no contest. The position of the nominee on the ballot shall be determined by lot. The drawing of lots shall be conducted by the Judge of Elections not less than 25 days before the Annual Meeting in the presence of the nominees and/or their representatives. The form of the ballot shall be prescribed by the Board. A ballot shall be sent by the Association by mail to every Association member eligible to vote at least two weeks prior to the date set for the Annual Meeting. A mailed ballot shall not be counted unless it has been received at the office of the Association no later than 10:00 a.m. three business days prior to the date set for the Annual Meeting and in such manner as to preserve the confidentiality of the Member’s vote. The Judge of Elections shall count the mailed ballots after the polls have been closed.

NOW, THEREFORE, BE IT RESOLVED that the Board approves the Primavera Amendment for submission to the Members, along with the Petitioners’ Amendment at the next Quarterly Meeting of the Association by use of voting machines.

BE IT FURTHER RESOLVED that the Board directs that the text of the Primavera Amendment and the text of the Petitioners’ Amendment be published in accordance with the requirements of Section 1100 (B) of the Bylaws.