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2. Powers of Directors. The board of directors shall have and may exercise all the <br /> powers of the corporation including, in their capacity as the membership, such as are conferred <br /> upon the members by law or by these by-laws. <br /> 3. Meetings. Regular meetings of the board of directors may be held at such times <br /> and places as the directors may by vote fix. An annual meeting shall be held in each year. No <br /> notice need be given for a regular or annual meeting of the directors. <br /> 4. Snecial Meetings. Special meetings of the board of directors may be held at such . <br /> times and places as may be,determined by the president,treasurer or clerk,who shall each be <br /> empowered to call such meetings. At least forty-eight hours' notice by mail, telegraph, <br /> telephone or word of mouth shall be given for a special meeting unless shorter notice is adequate <br /> under the circumstances. However, notice of any meeting may be waived by a director in <br /> writing before or after the meeting, and every director present at any meeting shall be <br /> conclusively presumed to have received due notice thereof. <br /> 5. Quonun A majority of the directors not counting vacancies shall constitute a <br /> quorum but a smaller number may adjourn finally or from time to time without further notice <br /> until a quorum is present. <br /> 6. Voting. When a quorum is present,the vote of a majority of the directors present <br /> shall, except where a larger vote is required by law or these by-laws, decide any question brought <br /> before such meeting. <br /> 7. Action by Consent. Any action required or permitted to be taken at any meeting <br /> of the directors may be taken without a meeting if all directors entitled to vote on the matter <br /> consent to the action in writing and the written consents are filed with the records of the <br /> meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting. <br /> - 2 - <br />