Charter: Article VI

ARTICLE VI

CHAPTER BOARD OF GOVERNORS

Section A: Members

1. The Board of Governors of each Chapter shall consist of not less than five and not more than twelve persons, including the officers listed in ARTICLE V. The Chapter Chairman shall preside over meetings of the Chapter Board of Governors.

2. Members of the Board shall be elected at the Annual General Meeting by voting members of the relevant Chapter.

3. Members of the Chapter Board of Governors need not be United States citizens as long as a majority of the Board members are representatives of legal entities: (i) formed, founded or incorporated in the United States, or (ii) substantially, controlled by legal entities formed, founded or incorporated in the United States.

Section B: Duties of the Chapter Board of Governors

The duties of the Chapter Board of Governors are to oversee and make policy decisions with respect to the functions sponsored by the Chapter, to select the officers of the Chapter, to promote relations with other chambers of commerce and other relevant organizations, and to make decisions on matters affecting the Chapter when the General Meeting is not sitting. It may not act contrary to expressed wishes of the General Meeting without prior reference to it and the decisions of each Chapter Board of Governors shall be subordinate to the decisions of the General Meetings.

Section C: Quorum

The quorum for a meeting of each Chapter Board of Governors shall be a simple majority of the Chapter Board members present in person or by proxy. In the event of there being no quorum present at a Chapter Board Meeting, the meeting shall be adjourned to the following week at a place, date and time to be appointed, and should the number then present be insufficient to form a quorum, those present shall be considered a quorum. Chapter Board decisions may be reached by a show of hands by Chapter Board members at a duly convened Chapter Board meeting or by means of balloting by mail, telex or telefax.