Notice of 2007 Annual Meeting

To the Members:

The Annual Meeting of Members of the Society of Corporate Secretaries and Governance Professionals, Inc., a not for profit corporation incorporated under the laws of the State of New York (the "Society"), will be held at The Broadmoor, Colorado Springs, Colorado, on Saturday, June 30, 2007 at 8:45 a.m. for the following purposes:

1. To elect a Chairman of the Board of the Society for the ensuing year;
   
   
2. To elect a Chairman Elect of the Society for the ensuing year;
   
   
3. To elect one director of the Society for a term expiring in 2008;
   
   
4. To elect one director of the Society for a term expiring in 2009;
   
   
5. To elect eight directors of the Society for terms expiring in 2010; and
   
   
6. To transact such other business as may properly come before the meeting or any adjournment thereof.

Each member (except Associate, Senior Associate and Honorary Members) of the Society in good standing at the time of voting is entitled to cast one vote, either in person or by proxy, on each matter presented for consideration at the meeting.

TO BE A VALID PROXY YOU MUST ENTER YOUR NAME, PASSWORD AND THE DATE WHERE INDICATED.

If you attend the meeting and prefer to vote in person, your proxy will not be voted.

By Order of the Board of Directors,

David W. Smith
President

New York, New York

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Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005

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