odl_bylaws_4.3j

(j)  Each Platinum, Strategic End-User, Gold or Silver Director (or the Member that appointed or is the employer of such Director) may designate in writing (which designation may be withdrawn in writing at any time by such Director or Member) an individual to act as a Director in his or her stead, whether for a single meeting or as a standing alternate.  Any such alternate Director shall also be an employee of the Member that appointed or nominated the original Director.  Any such alternate Director shall be entitled to (i) attend and vote at all meetings which the designating Director does not attend, (ii) sign all written consents in lieu of the designating Director, and (iii) otherwise exercise the duties and enjoy the privileges of the designating Director in the absence or unavailability of the designating Director; provided, however, that no such alternate Director may propose a vote or vote upon any Committee of the Board.  In addition, in lieu of making such a substitution, any Director who will be absent for any meeting may deliver a written proxy to the President, authorizing the President to either vote as instructed in such proxy, or to vote in the stead of such absent Director in such manner as the President may believe appropriate.  Any such proxy shall be valid only with respect to the meeting and such specific matters (or with respect to all matters, if so desired) as may be stated in such proxy.