The Board of Directors shall have the power to alter, amend or repeal the By-Laws, provided that the By-Laws at no time shall contain any provision inconsistent with law or the Articles of Incorporation and further provided that such alteration, amendment or repeal shall have the approval of the General Membership. Action to alter, amend or repeal the By-Laws shall require a two/thirds vote of those Directors present and voting at a duly constituted regular or special meeting of the board where a quorum is present and shall be ratified by the General Membership with a two/thirds vote of those voting members of the Corporation present and voting at a duly constituted regular or special meeting of the General Membership where a quorum is present. Proxies shall be permitted. Absence of the member or his/her proxy shall constitute a vote controlled by the presiding officer.