Laserfiche WebLink
In case such notice is mailed or telegraphed, it shall be <br /> deposited in the United States mail or delivered to the telegraph <br /> company in the place in which the Head Office of the Corporation <br /> is located at least four (4) days prior to the time of the <br /> holding of the meeting. In case such notice is delivered, <br /> personally or by telephone as-above provided, it shall be so <br /> delivered at least twenty-four (24) hours prior to the time of <br /> the holding of the meeting. Such mailing, telegraphing or <br /> delivery, personally or by telephone, as above provided, shall be <br /> due, legal and personal notice to such director. Any notice <br /> shall state the date, place and hour of the meeting and the <br /> . general nature of the business to be transacted. ,- <br /> Section 3.10 ACTION WITHOUT MEETING. Any action by the <br /> Board of Directors may be taken without a meeting if all the <br /> members of the Board shall individually or collectively consent <br /> in writing to such action. Such written consent or consents <br /> shall be filed with the minutes of the proceedings of the Board <br /> and shall have the same force and effect as a unanimous vote of <br /> such directors. <br /> Section 3 . 11 ACTION AT A MEETING; QUORUM AND REQUIRED <br /> VOTE. Presence of a majority of the authorized number of <br /> directors at a meeting of the Board of Directors constitutes a <br /> quorum for the transaction of business except as hereinafter <br /> provided. Members of the Board may participate in a meeting <br /> through use of conference telephone or similar communications <br /> equipment, so long as all members participating in such meeting <br /> can hear one another. Participation in a meeting as permitted in <br /> the preceding sentence constitutes presence in person at such <br /> meeting. Every act or decision done or made by a majority of the <br /> directors present at a meeting duly held at which a quorum is <br /> present shall be regarded as the act of the Board of Directors, <br /> unless a greater number, or the same number after disqualifying <br /> one or more directors from voting, is required by law, by the <br /> Articles of Incorporation, or by these Bylaws. A meeting at <br /> which a quorum is initially present may continue to transact <br /> business notwithstanding the withdrawal of a director, provided <br /> that any action taken is approved by at least a majority of the <br /> required quorum for such meeting. <br /> Section 3 . 12 VALIDATION OF DEFECTIVELY CALLED OR <br /> NOTICED MEETINGS. The transactions of any meeting of the Board <br /> of Directors, however called and noticed or wherever held, shall <br /> be as valid as though they had occurred at a meeting duly held <br /> after regular call and notice, if a quorum is present and if, <br /> either before or after the meeting, each of the directors not <br /> • present or who, though present, has prior to the meeting or at <br /> its commencement, protested the lack of proper notice to him, <br /> signs a written waiver of notice or a consent to holding such <br /> meeting or an approval of the minutes thereof. All such waivers, <br /> consents or approvals shall be filed with the corporate records <br /> or made a part of the minutes of the meeting. <br /> 12 <br />