3.2 Rights and Powers: The Members shall have all the rights set forth in the Articles of Incorporation, these Corporate Bylaws, or under Chapter 6 of Title 13-B M.R.S.A. These rights include: (a) The election of additional Machias Bay area municipalities as Members of the Corporation; (b) The right of each Member to appoint one or more individuals to serve as Directors of the Corporation in accordance with Section 4.1 of these Bylaws and to remove any Director appointed by it; (c) The amendment, restatement, or modification of the Articles of Incorporation or Bylaws of the Corporation. (d) The approval of the sale, mortgage, lease, or other disposition of all, or substantially all, of the assets and property of the Corporation, the dissolution of the Corporation, or its merger with or consolidation into another corporation; and (e) Any other matter that the Directors determine to submit to a vote of the Members. ARTICLE 4. BOARD OF DIRECTORS 4.1 Election and Qualifications: All of the activities, property and affairs of the Corporation shall be managed by its Directors. With the exception of the Directors appointed by the Machias Bay area Municipalities (the "Municipal Directors"), the Directors shall be elected by the incumbent Directors at the Annual Meeting of the Directors. At all times there shall be at least two (2) Non-Municipal Directors of the Corporation and there shall always be more Municipal Directors than Non-Municipal Directors. The Town Council or Board of Selectmen of each Machias Bay area Municipality shall have the right to appoint one individual to serve as a Municipal Director of the Corporation; provided that the Town Council or Board of Selectmen of the Town of Cutler may appoint a second Director. The number of Directors may be increased or decreased from time to time, but shall not be less than five (5) Directors, nor more than nine (9) Directors, and no decrease in number shall have the effect of shortening the term of any incumbent Director. Each Director shall be selected for his or her ability to participate effectively in fulfillment of the responsibilities of the Directors. 4.2 Terms of Office: Except for the Municipal Directors, Directors shall serve for terms of two (2) years and until their successors are elected and qualified, or until their prior death, removal, or resignation. The Municipal Directors shall serve for terms of one (1) year commencing at the Annual Meeting of the Directors and until their successors are appointed, or until their prior death, removal, or resignation. The initial Directors named in the Articles of Incorporation of the Corporation shall serve until the first Annual Meeting of the Corporation at which time the terms of all of the Directors shall expire and the Non-Municipal Directors shall be divided into two (2) classes by lots with staggered terms of one and two years such that (as nearly as possible) one-half of the Non-Municipal Directors shall be elected at each subsequent 5