(c) In recognition of their contributions as founders of the Corporation, each of Gregory Anton, Geta Asfaw, Brad Busse, and Amy Schwartz shall be entitled to serve as a Direc- tor as long as they continue to be an Executive Member or until the Director is removed or re- signs. (d) In addition to the Directors who serve pursuant to the preceding paragraphs of this Section 4.3, the Nominating Committee may nominate Executive Members to serve for a three (3) year term as a Director, subject to a majority vote of the Directors constituting a quorum. All Directors elected to the Board pursuant to this Section 4.3(d) shall serve until their term ex- pires, they resign, or they are removed. The Nominating Committee may nominate, and by a ma- jority vote of the Directors constituting a quorum, the Board may elect any such Director to serve an additional three (3) year term; provided, however, that no Director serving pursuant to this Section 4.3(d) may serve more than three (3) consecutive three (3) year terms. A Director who has served for three (3) consecutive terms may be nominated for, and elected to, an additional three year (3) term (but not to exceed three (3) consecutive three (3) year terms) after a one year absence from service on the Board. This Section 4.3(d) shall become effective on January 1, 2020. Directors elected to a three (3) year term pursuant to this Section 4.3(d) shall be subject to the term limit provision contained in the preceding paragraph; provided, however, that, solely for terms beginning January 1, 2020, Directors may be elected to serve a two (2) year term and, after the expiration of that two (2) year term, any such Directors may be elected to serve up to three (3) consecutive three (3) year terms. (e) A Network Member may be chosen by the Chair of the Board of Directors and the President and CEO to serve as a non-voting representative of the Network Members to the Board. (f) The Nominating Committee may nominate, and a majority of Directors constituting a quorum may elect, former Directors to the position of Emeritus Director. Emeritus Directors may attend and participate in meetings of the Board and of its Committees; provided however, that an Emeritus Director shall not vote on any matters before the Board. Section 4.4 Removal of Directors. Any Director may be removed at the recommenda- tion of the Executive Committee, with or without cause, by a majority vote of the Directors pre- sent at a meeting at which a quorum is present, excluding the Director in question. Section 4.5 Regular Meetings. The Directors shall meet at regular Board meetings to be held at such times and such places as determined by the Chairman of the Board. (a) Directors may participate in a regular meeting by any means of communi- cation by which all members participating may hear each other during the meeting. A board member or committee member participating in a meeting by this means is deemed to be present in person at the meeting for purposes of a quorum. (b) Regular meetings may also be held by telephone or other means of com- munication as permitted by the Act or these Bylaws. 3
EPIC BOD Onboarding Packet 2023 Page 16 Page 18