IBT            BANCORP, INC.

BY-LAWS

01-15-08

 

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|  

**INDEX TO**  |
|-----------------------|
| **BYLAWS OF**         |
| **IBT BANCORP, INC.** |
|                  |   |   |   |   |
|                  |   |   |   |   |
| **ARTICLE I**         |   | **MEETINGS OF SHARHOLDERS** |   |
|                  |   |   |   |   |
|                  | Section 101 |   | Place of Meetings |   |
|                  | Section 102 |   | Annual Meetings |   |
|                  | Section 103 |   | Special Meetings |   |
|                  | Section 104 |   | Conduct of Shareholders’ Meetings |   |
|                  |   |   |   |   |
| **ARTICLE II**        |   | **DIRECTORS AND BOARD MEETINGS** |   |
|                  |   |   |   |   |
|                  | Section 201 |   | Management by Board of Directors |   |
|                  | Section 202 |   | Nomination of Directors |   |
|                  | Section 203 |   | Directors Must be Shareholders |   |
|                  | Section 204 |   | Eligibility and Mandatory Retirement |   |
|                  | Section 205 |   | Number of Directors and Vacancies |   |
|                  | Section 206 |   | Compensation of Directors |   |
|                  | Section 207 |   | Regular Meetings |   |
|                  | Section 208 |   | Special Meetings |   |
|                  | Section 209 |   | Reports and Records |   |
|                  |   |   |   |   |
| **ARTICLE III**       |   | **COMMITTEES** |   |
|                  |   |   |   |   |
|                  | Section 301 |   | Committees |   |
|                  | Section 302 |   | Executive Committee |   |
|                  | Section 303 |   | Appointment of Committee Members |   |
|                  |   |   |   |   |
| **ARTICLE IV**        |   | **OFFICERS** |   |
|                  |   |   |   |   |
|                  | Section 401 |   | Officers |   |
|                  | Section 402 |   | Chairman of the Board |   |
|                  | Section 402.1 |   | Chief Executive Officer |   |
|                  | Section 403 |   | President |   |
|                  | Section 404 |   | Vice Presidents |   |
|                  | Section 405 |   | Secretary |   |
|                  | Section 406 |   | Treasurer |   |
|                  | Section 407 |   | Assistant Officers |   |
|                  | Section 408 |   | Compensation |   |
|                  | Section 409 |   | General Powers |   |
|                  | Section 410 |   | Mandatory Retirement |   |
|                  |   |   |   |   |
| **ARTIVLE V**         |   | **INDEMNIFICATION** |   |
|                  |   |   |   |   |
|                  | Section 501 |   | Mandatory Indemnification Optional |   |
|                  | Section 502 |   | Indemnification |   |

 

 

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|             |        |                                                                    |                                          |   |
|------------------|-------------|-------------------------------------------------------------------------|-----------------------------------------------|--------|
| **ARTICLE VI**   |        | **SHARES OF CAPITAL STOCK**                                             |                                          |
|             |        |                                                                    |                                          |   |
|             | Section 601 |                                                                    | Authority to Sign Share Certificates          |   |
|             | Section 602 |                                                                    | Lost or Destroyed Certificates                |   |
|             | Section 603 |                                                                    | Uncertificated Shares                         |   |
|             |        |                                                                    |                                          |   |
| **ARTICLE VII**  |        | **GENERAL**                                                             |                                          |   |
|             |        |                                                                    |                                          |   |
|             | Section 701 |                                                                    | Fiscal Year                                   |   |
|             | Section 702 |                                                                    | Record Date                                   |   |
|             | Section 703 |                                                                    | Absentee Participation in Meetings            |   |
|             | Section 704 |                                                                    | Emergency Bylaws                              |   |
|             | Section 705 |                                                                    | Severability                                  |   |
|             |        |                                                                    |                                          |   |
| **ARTICLE VIII** |        | **AMENDMENT OR REPEAL**                                                 |                                          |
|             |        |                                                                    |                                          |   |
|             | Section 801 |                                                                    | Amendment or Repeal by the Board of Directors |   |
|             | Section 802 |                                                                    | Recording Amendments and Repeals              |   |
|             |        |                                                                    |                                          |   |
| **ARTICLE IX**   |        | **APPROVAL OF AMENDED BYLAWS AND RECORD                            OF** |                                          |
|             |        |                                                                    | **AMENDMENTS AND REPEALS**                    |   |
|             |        |                                                                    |                                          |   |
|             | Section 901 |                                                                    | Approval and Effective Date                   |   |
|             | Section 902 |                                                                    | Amendments or Repeals                         |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |
|             |        |                                                                    |                                          |   |

 

 

 

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**BYLAWS**

 

**OF**

 

**IBT BANCORP, INC.**

 

These Bylaws are supplemental to the Pennsylvania Business Corporation            Law and other applicable provisions of law, as the same shall from time to time be in            effect.

 

**ARTICLE I. MEETINGS OF SHAREHOLDERS.**

 

**Section 101.****(Place of            Meetings)**All meetings of the shareholders shall be held            at such place or places, within or without the Commonwealth of Pennsylvania, as shall            be determined by the Board of Directors from time to time.

 

**Section 102. (Annual            Meetings**)The annual meeting of the            shareholders for the election of Directors and the transaction of such other business            as may properly come before the meeting shall be held on the third Tuesday of April in            each year. Any business which is a proper subject for shareholder action may be            transacted at the annual meeting.

 

**Section 103.****(Special            Meetings)**Special meetings of the shareholders may be            called at any time by the Board of Directors, the President, or by the shareholders            entitled to cast at least one-third of the vote which all shareholders are entitled to            cast at the particular meeting.

 

**Section 104.****(Conduct of            Shareholders’ Meetings)**The Chairman of the Board            shall preside at all shareholders’ meetings. In the absence of the Chairman of            the Board, the President shall preside or, in his/her absence, any Officer designated            by the Board of Directors. The Officer presiding over the shareholders’ meeting            may establish such rules and regulations for the conduct of the meeting as he/she may            deem to be reasonably necessary or desirable for the orderly and expeditious conduct of            the meeting. Unless the Officer presiding over the shareholders’ meeting            otherwise requires, shareholders need not vote by ballot on any question.

 

**ARTICLE II. DIRECTORS AND BOARD MEETINGS.**

 

**Section 201.****(Management by Board of            Directors)**The business and affairs of the Corporation            shall be managed by its Board of Directors. The Board of Directors may exercise all            such powers of the Corporation and do all such lawful acts and things as are not by            statute, regulation, the Articles of Incorporation or these Bylaws directed or required            to be exercised or done by the shareholders.

 

**Section 202. (****Nomination for            Directors****)**Nominations for            directors to be elected at an annual meeting of shareholders, except those made by the            Board of Directors of the Corporation, must be submitted to the Secretary of the            Corporation in writing not later than the close of business

 

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on            the sixtieth (60th) day immediately preceding the date of the meeting. Such            notification shall contain the following information to the extent known to the            notifying shareholder:

 

(a) name and address of each proposed nominee

             

(b) the principal occupation of each proposed nominee

             

(c) the total number of shares of capital stock of the Corporation that            will be voted for each proposed nominee

             

(d) the name and residence address of the notifying            shareholder

             

(e) the number of shares of capital stock of the Corporation owned by            the notifying shareholder. Nominations not made in accordance herewith may, in his/her            discretion, be disregarded by the Presiding Officer of the meeting, and upon his/her            instruction, the vote tellers may disregard all votes cast for each such nominee. In            the event the same person is nominated by more than one shareholder, the nomination            shall be honored, and all shares of capital stock of the Corporation shall be counted            if at least one nomination for that person complies herewith.

 

**Section 203. (Directors Must be            Shareholders)**Every Director must be a shareholder of the            Corporation and shall beneficially own at least five hundred (500) shares of the            Corporation’s common stock at the time he/she becomes a director. If a Director            does not have beneficial ownership of at least 5,000 shares of common stock at the time            he/she is elected, all fees to be paid to the person for serving on the Board of            Directors will be used to purchase additional shares of common stock for the the            Director until he/she obtains beneficial ownership of at least 5,000 shares of common            stock. All persons must continue to beneficially own at least 5,000 shares of common            stock while serving on the the Board of Directors. If any Director does not continue to            beneficially own at least 5,000 shares of common stock, his/her ownership shall be            reported by the Secretary, or other officer, to the Board of Directors. If the Director            does not acquire common stock to restore his/her beneficial ownership to at least 5,000            shares of common stock within sixty (60) days of notice, he/she shall be removed from            the Board of Directors. “Beneficial” ownership shall be interpreted as            defined under the regulations of the Securities and Exchange Act of 1934.

 

**Section 204. (Eligibility and Mandatory            Retirement)**Noperson shall be            eligible to be newly elected or appointed as a Director as he/she shall have attained            the age of seventy five (75) years on or prior to the date of his/her election.            Notwithstanding the foregoing, the mandatory retirement provisions of this section            shall not apply retroactively to those Directors elected as Interim Directors at the            first meeting of the Board of Directors of the Corporation (with the exception of            William D. Fawcett, Sr. and J. Curt Gardner), nor thereafter, should they desire to            stand for re-election thereafter. Any Director of this Corporation, with the exception            of the Interim Directors as specified above, who attains the age of seventy five (75)            years shall cease to be a Director (without any action on his/her part) at the close of            business on the day prior to the date of the next shareholders’ meeting at which            directors are to be elected regardless of whether or not his/her term as a Director            would otherwise expire at such shareholders’ meeting. The Board of Directors            may

 

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designate one or more persons who have retired from the Board as            honorary members of the Board. Such honorary members may attend meetings of the Board            but shall have no authority to vote or receive compensation.

             

**Section 205.**(**Vacancies)**Vacancies            in the Board of Directors, including vacancies resulting from an increase in the number            of Directors, may be filled by the remaining members of the Board even though less than            a quorum. Any Director elected to fill a vacancy in the Board of Directors shall become            a member of the same Class of Directors in which the vacancy existed; but if the            vacancy is due to an increase in the number of Directors a majority of the members of            the Board of Directors shall designate such directorship as belonging to Class 1, Class            2 or Class 3 so as to maintain the three (3) classes of Directors as nearly equal in            number as possible. Each Director so elected shall be a Director until his/her            successor is elected by the shareholders, who may make such election at the next annual            meeting of the shareholders or at any special meeting duly called for that purpose and            held prior thereto.

 

**Section 206.****(Compensation of            Directors)**No Director shall be entitled to any salary as            such; but the Board of Directors may fix, from time to time, a reasonable annual fee            for acting as a Director and a reasonable fee to be paid each Director his/her services            in attending meetings of the Board and meetings of committees appointed by the Board.            The Corporation may reimburse Directors for expenses related to their duties as a            member of the Board.

 

**Section 207. (Regular Meetings)**Regular meetings of the Board of Directors shall be held on such day, at            such hour, and at such place, consistent with applicable law, as the Board shall from            time to time designate or as may be designated in any notice from the Secretary calling            the meeting. The Board of Directors shall meet for reorganization at the first regular            meeting following the annual meeting of shareholders at which the Directors are            elected. Notice need not be given of regular meeting is not to be held at the time and            place designated by the Board of Directors, notice of such meeting, which need not            specify the business to be transacted thereat and which may be either verbal or in            writing, shall be given by the Secretary to each member of the Board at least            twenty-four (24) hours before the time of the meeting.

 

A majority of the members of the Board of Directors shall constitute a            quorum for the transaction of business. If at the time fixed for the meeting, including            the meeting to organize the new Board following the annual meeting of shareholders, a            quorum is not present, the directors in attendance may adjourn the meeting from time to            time until a quorum is obtained.

             

Except as otherwise provided herein, a majority of those directors            present and voting at any meeting of the Board of Directors, shall decide each matter            considered. A director cannot vote by proxy, or otherwise act by proxy at a meeting of            the Board of Directors.

             

**Section 208. (Special Meetings)**Special meetings of the Board of Directors may be called by the            President or at the request of five or more members of the Board of Directors. A            special meeting of the Board of Directors shall be deemed to be any meeting other than            the regular meeting of the Board of Directors. Notice of the time and place of every            special meeting, which need not specify the business to be transacted thereat and which            may be either verbal or in writing, shall be

 

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given by the Secretary to each member of the Board at least twenty-four            (24) hours before the time of such meeting excepting the Organization Meeting following            the election of Directors.

 

**Section 209. (Reports and Records)**The reports of Officers and Committees and the records of the            proceedings of all Committees shall be filed with the Secretary of the Corporation and            presented to the Board of Directors, if practicable, at its next regular meeting. The            Board of Directors shall keep complete records of its proceedings in a minute book kept            for that purpose. When a Director shall request it, the vote of each Director upon a            particular question shall be recorded in the minutes.

 

**ARTICLE III. COMMITTEES.**

 

**Section 301.            (Committees****)**The following            Committee of the Board of Directors shall be established by the Board of Directors in            addition to any other Committee the Board of Directors may in its discretion            establish.

 

**Section 302. (Executive            Committee****)**The Executive            Committee shall consist of the Chairman of the Board, the President and at least four            (4) other Directors. A majority of the members of the Executive Committee shall            constitute a quorum, and actions of a majority of those present at a meeting at which a            quorum is present shall be actions of the Committee. Meetings of the Committee may be            called at any time by the Chairman or Secretary of the Committee, and shall be called            whenever two (2) or more members of the Committee so request in writing. The Executive            Committee shall have and exercise the authority of the Board of Directors in the            management of the business of the Corporation between the dates of regular meetings of            the Board.

 

**Section 303. (Appointment of Committee Members)**The Board of Directors shall elect the members of the Committees and the            Chairman and Vice Chairman of each such Committee to serve until the next annual            meeting of shareholders. The President shall appoint or shall establish a method of            appointing, subject to the approval of the Board of Directors, the members of any other            Committees established by the Board of Directors, and the Chairman and Vice Chairman of            such Committee, to serve until the next annual meeting of shareholders. The Board of            Directors may appoint, from time to time, other committees, for such purposes and with            such powers as the Board may determine.

 

**ARTICLE IV. OFFICERS.**

 

**Section 401. (Officers)**The Officers            of the Corporation shall be a Chairman of the Board, a President, one (1) or more Vice            Presidents, a Secretary, a Treasurer, and such other Officers and Assistant Officers as            the Board of Directors may from time to time deem advisable. Except for the President,            Secretary, and Treasurer, the Board may refrain from filling any of the said offices at            any time and from time to time. The same individual may hold any two (2) or more            offices except both the offices of President and Secretary. The Officers shall be            elected by the Board of Directors at the time, in the manner and for such terms as the            Board of Directors from time to time shall determine. Any Officer may be removed at any            time, with or without cause, and regardless of the

 

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term            for which such Officer was elected, but without prejudice to any contract right of such            Officer. Each Officer shall hold his office for the current year for which he was            elected or appointed by the Board unless he shall resign, becomes disqualified, or be            removed at the pleasure of the Board of Directors.

 

**Section 402. (Chairman of the Board)**The Board of Directors shall elect a Chairman of the Board at the first            regular meeting of the Board following each annual meeting of shareholders at which            Directors are elected. The Chairman of the Board shall be a member of the Board of            Directors and shall preside at the meetings of the Board and perform such other duties            as may be prescribed by the Board of Directors.

             

**Section 402.1 (Chief Executive Officer)**The Board of Directors will designate a Chief Executive Officer (CEO) at            the first regular meeting of the Board following each annual meeting of shareholders.            The Chief Executive Officer shall have general supervision of all business of the            corporation and shall prescribe the duties of the other Officers and Employees and see            to the proper performance thereof. The Chief Executive Officer may be either the            Chairman of the Board or President, but must be a full time employee of IBT Bancorp,            Inc. or Irwin Bank & Trust Company.

 

**Section 403. (President)**The            President shall have general supervision of all of the departments and business of the            Corporation and shall prescribe the duties of the other Officers and Employees and see            to the proper performance thereof. The President shall be responsible for having all            orders and resolutions of the Board of Directors carried into effect. The President            shall execute on behalf of the Corporation and may affix or cause to be affixed a seal            to all authorized documents and instruments requiring such execution, except to the            extent that signing and execution thereof shall have been delegated to some other            Officer or Agent of the Corporation by the Board of Directors or by the President. The            President shall be a member of the Board of Directors. In the absence or disability of            the Chairman of the Board or his/her refusal to act, the President shall preside at            meetings of the Board. In general, the President shall perform all the duties and            exercise all the powers and authorities incident to such office or as prescribed by the            Board of Directors

             

**Section 404. (Vice Presidents)**The            Vice Presidents shall perform such duties, do such acts and be subject to such            supervision as may be prescribed by the Board of Directors or the President. In the            event of the absence or disability of the President or his/her refusal to act, the Vice            Presidents, in the order of their rank, and within the same rank in the order of their            authority, shall perform the duties and have the powers and authorities of the            President, except to the extent inconsistent with applicable law.

 

**Section 405. (Secretary)**The            Secretary shall act under the supervision of the President or such other Officers as            the President may designate. Unless a designation to the contrary is made at a meeting,            the Secretary shall attend all meetings of the Board of Directors and all meetings of            the shareholders and record all of the proceedings of such meetings in a book to be            kept for that purpose, and shall perform like duties for the standing Committees when            required by these Bylaws or otherwise. The Secretary shall give, or cause to be given,            notice of all meetings of the shareholders and of the Board of Directors. The Secretary            shall keep a seal of the Corporation,

 

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and,            when authorized by the Board of Directors or the President, cause it to be affixed to            any documents and instruments requiring it. The Secretary shall perform such other            duties as may be prescribed by the Board of Directors, President, or such other            Supervising Officer as the President may designate.

 

**Section 406. (Treasurer)**The            Treasurer shall act under the supervision of the President or such other Officer as the            President may designate. The Treasurer shall have custody of the Corporation’s            funds and such other duties as may be prescribed by the Board of Directors, President            or such other Supervising Officer as the President may designate.

 

**Section 407. (Assistant Officers)**Unless otherwise provided by the Board of Directors, each Assistant            Officer shall perform such duties as shall be prescribed by the Board of Directors, the            President or the Officer to whom he/she is an Assistant. In the event of the absence or            disability of an Officer or his/her refusal to act, his/her Assistant Officer shall, in            the order of their rank, and within the same rank in the order of their seniority, have            the powers and authorities of such Officer.

             

**Section 408. (Compensation)**The            President’s Compensation shall be set by the Board of Directors. The Compensation            of all Officers shall be set by the Personnel Committee of the Board of Directors and            all other salaries shall be set by the President.

 

**Section 409. (General Powers)**The            Officers are authorized to do and perform such corporate acts as are necessary in the            carrying on of the business of the Corporation, subject always to the direction of the            Board of Directors.

             

**ARTICLE V. INDEMNIFICATION.**

 

**Section 501. (Mandatory            Indemnification)**The Corporation shall, to the full extent            permitted by the Pennsylvania Business Corporation Law, as amended from time to time,            indemnify any person who was or is a party or is threatened to be made a party to any            threatened, pending or completed action, suit or proceeding, whether civil, criminal,            administrative or investigative, by reason of the fact that he/she is or was a            Director, Officer or Employee of the Corporation or of any of its            subsidiaries.

 

**Section 502. (Optional Indemnification)**In all situations in which indemnification is not mandatory under            Section 501 hereof, the Corporation may, to the full extent permitted by the            Pennsylvania Business Corporation Law, as amended from time to time, indemnify all            persons whom it is empowered to indemnify pursuant thereto.

 

 

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**ARTICLE VI. SHARES OF CAPITAL STOCK.**

 

**Section 601. (Authority to Sign Share Certificates)**Every share certificate of the Corporation shall be signed by the            President and by the Secretary or one of the Assistant Secretaries. Certificates may be            signed by a facsimile signature of the President and the Secretary or one of the            Assistant Secretaries of the Corporation.

 

**Section 602. (Lost or Destroyed Certificates)**Any person claiming a share certificate to be lost, destroyed or            wrongfully taken shall receive a replacement certificate if such person shall have: (a)            requested such replacement certificate before the Corporation has notice that the            shares have been acquired by a bona fide purchaser; (b) provided the Corporation with            an indemnity agreement satisfactory in form and substance to the Board of Directors, or            the President or the Secretary; and (c) satisfied any other reasonable requirements            (including providing an affidavit and a surety bond) fixed by the Board of Directors,            or the President or the Secretary.

**Section 603. (Uncertificated Shares)**The Board of Directors may authorize the issuance of uncertificated            shares by the Company, and may prescribe procedures for the issuance and registration            of transfer thereof, and with respect such other matters relating to uncertificated            shares as the Board of Directors may deem appropriate. No such authorization shall            affect previously issued and outstanding shares represented by certificates until such            certificates shall have been surrendered to the Company. Withing a reasonable time            after the issuance or transfer of any uncertificated shares, the Company shall issue or            cause to be issued to the holder of such shares a written statement of the information            required to be included on stock certificates under Pennsylvania law. Notwithstanding            the adoption of any resolution providing for uncertificated shares, each registered            holder of stock represented by uncertificated shares shall be entitled, upon request to            the custodian of the stock transfer books of the Company, or other person designated as            the custodian of the records of uncertificated shares, to have physical certificates            representing such shares registered in such holders name

             

**ARTICLE VII. GENERAL.**

 

**Section 701. (Fiscal Year)**The            fiscal year of the Corporation shall begin on the first (1st) day of January in each            year and end on the thirty-first (31st) day of December in each year.

             

**Section 702. (Record Date)**The Board            of Directors may fix any time whatsoever (but not more than ninety (90) days) prior to            the date of any meeting of shareholders, or the date for the payment of any dividend or            distribution, or the date for the allotment of rights, or the date when any change or            conversion or exchange of shares will be made or will go into effect, as a record date            for the determination of the shareholders entitled to notice of, or to vote at, any            such meetings, or entitled to receive payment of any such dividend or distribution, or            to receive any such allotment of rights, or to exercise the rights in respect to any            such change, conversion or exchange of shares.

 

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**Section 703. (Absentee Participation in            Meetings****)**One (1) or more            Directors may participate in a meeting of the Board of Directors, or of a Committee of            the Board, by means of a conference telephone or similar communications equipment, by            means of which all persons participating in the meeting can hear each other.

 

**Section 704. (Emergency Bylaws)**In            the event of any emergency resulting from a nuclear attack or similar disaster, and            during the continuance of such emergency, the following Bylaw provisions shall be in            effect, notwithstanding any other provisions of the Bylaws:

 

(a) A meeting of the Board of Directors or of any Committee thereof may            be called by any Officer or Director upon one (1) hour’s notice to all persons            entitled to notice whom, in the sole judgment of the notifier, it is feasible to            notify;”

             

(b) The Director or Directors in attendance at the meeting of the Board            of Directors or of any Committee thereof shall constitute a quorum; and

 

(c) These Bylaws may be amended or repealed, in whole or in part, by a            majority vote of the Directors attending any meeting of the Board of Directors,            provided such amendment or repeal shall only be effective for the duration of such            emergency.

             

**Section 705. (Severability)**If any            provision of these Bylaws is illegal or unenforceable as such, such illegality or            unenforceability shall not affect any other provision of these Bylaws and such other            provisions shall continue in full force and effect.

             

**ARTICLE VIII. AMENDMENT OR REPEAL.**

 

**Section 801. (Amendment or Repeal by the Board of            Directors)**These Bylaws may be amended or repealed, in            whole or in part, by a majority vote of members of the Board of Directorsat any regular or special meeting of the Board duly convened. Notice            need not be given of the purpose of the meeting of the Board of Directors at which the            amendment or repeal is to be considered.

             

**Section 802. (Recording Amendments and Repeals)**The text of all amendments and repeals to these Bylaws shall be attached            to the Bylaws with a notation of the date and vote of such amendment or            repeal.

             

 

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**ARTICLE IX. APPROVAL OF AMENDED BYLAWS**

**AND RECORD OF AMENDMENTS AND REPEALS**

 

**Section 901. Approval and Effective            Date.**These Bylaws have been approved as the Bylaws of the            Corporation this 18th day of February, 2003, and shall be effected as of said            date.

             

             

|   | /s/ Charles G. Urtin        |
|--------|-----------------------------|
|   | Charles G. Urtin, Secretary |

             

             

**Section 902.****(Amendments or            Repeals)**

 

|             |   | Date Amended     |   |               |
|------------------|--------|------------------|--------|--------------------|
| Section Involved |   | or Repealed      |   | Approved By        |
|             |   |             |   |               |
| Section 203      |   | June 19, 2007    |   | Board of Directors |
|             |   |             |   |               |
| Section 603      |   | October 16, 2007 |   | Board of Directors |
|             |   |             |   |               |
| Section 702      |   | January 15, 2008 |   | Board of Directors |

 

 

 

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