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Amended by the Board of Trustees November 3, 2018

Article II



2.3.1 The Charter Trustees shall be elected by majority vote of the members of the Board of Trustees present and voting. Their election need not be by ballot but may be by ballot if requested by three or more Trustees present. If the election is by ballot, it shall be conducted in accordance with the following provisions. On the first ballot each Trustee voting shall enter on the ballot the name of no more than two nominees (or one if only one Charter Trustee of the class is to be elected) for election as Charter Trustees of the particular class and the name of any nominee no more than once on any ballot, and shall submit the ballot to one of the tellers appointed by the Chair. The tellers will tally and report to the Chair the total number of ballots cast and the number of votes cast for each nominee. A nominee receiving votes equal to or exceeding in number a majority of the ballots cast shall be declared elected. If no nominee, or only one nominee is elected, succeeding ballots shall be taken in the same manner as the first, except that voting shall be for only one nominee if the first ballot resulted in the election of one member. On the second and succeeding ballots, the nominee having the smallest number of votes in the next preceding ballot shall be excluded from consideration.

2.3.2 The Board of Trustees may by majority vote designate one or more persons as alternates to a person elected to the office of Charter Trustee, and in the event that the person so elected shall decline to accept his or her election, the first of such alternates in the order designated by the Board who is willing to act in such office shall, upon his or her acceptance thereof, be deemed to be elected to said office. Voting with respect to the designation of such alternates shall be conducted in a manner similar to that provided in section 2.3.1 for the election of Charter Trustees.

2.3.3 Any Charter Trustee who has served a ten- year term or consecutive terms totaling ten or more years shall not be eligible for reelection for a term commencing earlier than a year after the completion of such years of service. This subsection shall not apply in the case of a Chair or Vice Chairs in office, provided, however, that they shall only be eligible for reelection on a year-to-year basis. There shall be no more than three Vice Chairs in office. This subsection shall not apply in the case of a chair or co-chair of an ongoing major capital campaign in office, provided, however, that they shall only be eligible for reelection on a year-to-year basis.

2.3.4 Any vacancy in the office of Charter Trustee may be filled by vote of the Board at any annual, regular or special meeting of the Board.

2.3.5 Any Charter Trustee whose term extends beyond the date when such Trustee attains the age of seventy-five years will serve only until the annual meeting that coincides in date with or next follows the date of such attainment. The Board of Trustees may, in particular instances upon recommendation of the Committee on Trusteeship and by majority vote, make exceptions to the foregoing age qualification for an elected Charter Trustee or an individual proposed for election as Charter Trustee, provided that (i) such exception may only be made to permit such Charter Trustee or prospective Trustee to serve the entirety of his or her five-year term, and (ii) at no time will there be more than five Trustees over age seventy-five.