Proposed Amendment 3 to Readium Foundation Bylaws

Motion: the Readium Foundation Bylaws are amended such that

a) Article IV Section 4.2 now reads:
 
"Section 4.2  Number and Classes of Directors

Subject to Section 4.4, the total number of Directors shall be be nine (9).

Each director shall be assigned to Class A, Class B, or Class C, and an effort shall be made to keep each class of directors of approximately equal size. Each director shall hold office for a term of three years, and thereafter until his or her successor shall be duly elected and qualified or until his or her earlier resignation or removal, except that for the initial Board elected in 2014:
a. Directors in Class A shall have their term expire in 2015 (and every three years thereafter); 
b. Directors in Class B shall have their term expire in 2016 (and every three years thereafter); and 
c. Directors in Class C shall have their term expire in 2017 (and every three years thereafter). 
No Director shall continuously serve more than two (2) consecutive three-year terms. Fulfilling an incomplete term is not considered part of the term limit.

b) the second sentence of Article IV Section 4.3(a)  now reads :
 
"Directors shall be elected by vote of the General Members at the annual meeting or at any special meeting of Members."