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Adopted February 22, 1996 BYLAWS of THE NATIONAL CAMPAIGN TO PREVENT TEEN PREGNANCY ARTICLE I Board of Directors Section 1. Number and Qualification. The affairs of the Corporation shall be managed by a Board of Directors (the "Board"). The number of directors shall be not less than 10 nor more than 30. The initial Directors shall be those persons whose names and addresses are set forth in the Articles of Incorporation and they shall serve until the election and qualification of their successors. The Board shall be divided into three (3) separate classes, as nearly equal in number as possible, with the membership of each class expiring in successive years. Directors shall serve for three year terms except with respect to the members of the Board elected at the first meeting of the Board of whom one-third shall serve for a one year term, one-third shall serve for a two year term and one-third shall serve for a three year term. No director shall serve for more than two consecutive terms except that members of the Board elected at the first meeting to a term of less than three years may not serve more than eight years. Each director shall continue in office until the election and qualification of a successor. Section 2. Vacancies. Any vacancy or vacancies created by the death, resignation or incapacity to act of any director before the expiration of such director's term, or by the creation of one or more new directorships, may be filled at any meeting of the Board by a majority of the directors present, provided that written notice of the proposed action was contained in the notice of the meeting. A director elected to fill a vacancy shall hold office until the next election of the class in which such director serves and until the qualification of a successor. Section 3. Resignation and Removal. Any director may resign by a notice in writing to the President or the