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Section 4. A vacancy on the board is filled in the same manner that the appointment of a director is made. Section 5. Directors may vote by proxy. Section 6. A director may not vote if the board determines that the member represented by the director is not in compliance with this agreement or if the director has been removed from the board. ARTICLE VI. MEETINGS Section 1. The directors of the initial members must conduct an organizational meeting no later than 30 days after the effective date of this agreement. At the organizational meeting, or as soon thereafter as is reasonably possible, the board must elect its officers, and adopt such by-laws and other procedures governing the conduct of its meetings and its business as it deems appropriate. Section 2. The board must conduct an annual meeting at a date and place specified in its by-laws to elect officers and to undertake such other business as may properly come before it. The board may provide for a schedule of regular meetings. A regular meeting must be held in 1996 and thereafter as provided by the by-laws of the organization. Section 3. A special meeting of the board may be called by the President or by the Secretary-Treasurer upon written request of such number of directors as specified by the by-laws. Notice of a special meeting must be mailed to directors no fewer than five days prior to the special meeting. Business at special meetings is limited to matters contained in the notice of the special meeting. ARTICLE VII. OFFICERS: COMMITTEES Section 1. The officers of the board are a President and Secretary-Treasurer elected for a term of one year by the directors at the organization meeting and at the annual meeting. The board may designate directors to act as officers in the absence of any officer. U:\I-3SW\CORPORA T\J-POWER2.DOC 5