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CONSTITUTION
       Building Owners and Managers Association

     Meetings

     20.01   The Directors shall meet at least six times each fiscal year at such time and
          place as they shall determine; provided that the organizational meeting each
          year shall follow the Annual General Meeting of the Association as closely as
          may be practicable.

     20.02   Additional meetings of the Directors shall be called by the President.

     Notice of Meetings

     21.01   Notice  of  any  meeting  of  the  Directors  shall  be  given  at  least  five  days
          previous  thereto  by  written  notice  delivered  personally  or  sent  by  mail  or
          other  means  to  each  Director  at  his  address  shown  on  the  records  of  the
          Association. Any Director may waive notice of any meeting.

     Quorum

     22.01   A  majority  of  all  the  Board  of  Directors  shall  constitute  a  quorum  for  the
          transaction  of  business  at  any  meeting  of  the  Directors,  but  if  less  than  a
          quorum  of  Directors  is  present  at  any  meeting  a  majority  of  the  Directors
          present may adjourn the meeting from time to time without further notice.

     Majority Rule

     23.01   The act or decision of the majority of Directors present at a meeting at which
          a quorum is present shall be the act or decision of the Board of Directors.

     Vacancy

     24.01   The Directors may appoint an appropriate replacement to serve the rest of
          the term when a vacancy exists.

     Written Decision

     25.01   Any action or decision required to be taken or made at a meeting of Directors
          or any action or decision which may be taken or made without a meeting with
          the consent in writing, setting forth the action to be taken or decision made
          collectively or separately signed by all the Directors.

     Proxies

     26.01   There will be no proxies for the Directors at Board meetings.







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