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CONSTITUTION
          Building Owners and Managers Association

        Proxy

        17.01   At  any  meeting  of  the  Association,  a  Voting  Member  may  vote  by  proxy,
              provided  that  the  individual  appointed  to  exercise  the  proxy  shall  be  a
              Member. All proxies shall be Members. All proxies shall be in writing and shall
              be  valid  for  one  meeting  and  any  adjournment  thereof  and  not  otherwise.
              Proxies shall be filed with the President. Any proxy  may be revoked  by the
              member who gave the proxy. All revocations of proxies shall be in writing and
              shall not have effect until delivered to the President.

        Board of Directors

        18.01   The Board of Directors shall consist of:

              A.   A maximum of eight (8) elected individuals of whom not more than two
                 (2) may be members other than Principal members, and the remainder
                 shall be Principal members, and;

              B.  The Immediate Past President of the Association who remains active in
                 the affairs of the Association.

        18.02   The business and affairs of the Association shall be managed by the Directors
              who  may  pay  all  the  expenses  incurred  in  starting  and  maintaining  the
              Association,  and  may  exercise  all  such  powers  of  the  Association  as  are
              permitted by these By‐Laws, required to be exercised by the Association at an
              Annual General Meeting or General Meeting to any regulation of these By‐
              Laws,  and  to  such  regulations,  not  being  inconsistent  with  the  aforesaid
              regulations or provisions, as may be prescribed by extraordinary resolution,
              but no regulation made by extraordinary resolution shall invalidate any prior
              act of the Directors that would have been valid if that regulation had not been
              made.  The  Directors  may  authorize  the  borrowing  of  money  by  the
              Association and the giving of security therefore by the Association.

        Election of Directors

        19.01   At Annual Meetings designated by the Board of Directors of the Association,
              not more than six directors shall be elected for terms of two years each. At
              the  same  Annual  Meeting,  not  more  than  two  additional  Directors  may  be
              elected for a term of one year each.

              No  Director  shall  be  elected  for  more  than  three  consecutive  terms  or  six
              consecutive years with the exception of Directors having filled one year terms
              who may serve, in any combination of one and two year terms, up to four
              consecutive terms to a maximum of seven consecutive years.






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