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(c) Filling of Vacancies by Shareholders. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors . Any ` such election by written consent shall require the consent of holders of a majority of the outstanding shares entitled to vote. (d) Vacancy Due to Removal of Director. A vacancy in the Board of- Directors created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of all of the outstanding shares. (e) When Reduction in Number Effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 3. 6 PLACE OF MEETING. Regular meetings of the Board of Directors shall be held at any place within the State of California which has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the Head Office of the Corporation. Special meetings of the Board may be held either at the Head Office or at any place set forth in the notice of such meeting. Section 3 .7 ORGANIZATION MEETING. Immediately following each Annual Meeting of Shareholders the Board of Directors shall hold an organizational meeting at the place of said Annual Meeting or at such other place as shall be fixed by the Board of Directors, for the purpose of organization, election of officers, and the transaction of other business . Call and notice of such meetings are hereby dispensed with. Section 3 .8 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least once each calendar quarter at such day and hour as shall be fixed from time to time by the Board of Directors by resolution or in the Bylaws. If such day falls upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day. Notice of all such regular meetings of the Board of Directors is hereby dispensed with. Section 3 .9 SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the Chairman of the Board, the President, or by any - two directors. Written notice of the time and place of special meetings shall be delivered personally to each director or communicated to each director by telephone, or by telegraph or mail, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation or, if it is not so shown on such records or if not readily ascertainable, at the place at which the meetings of the directors are regularly held. • 11