19D - CMD ANNUAL REPORT - Laserfiche WebLink

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SECTION 14. PLACE OF MEETINGS Meetings shall be held at the place within the District which has been designated by resolution of the Board unless an alternative location has otherwise been designated by resolution of the Board of Directors. In the absence of such designations, meetings shall be held at the principal office of Downtown Incorporated. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, as long as all Directors participating in such meeting can hear one another. SECTION 15. NOTICES (a) Meetings. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon three (3) days notice by United States First Class Mail or forty-eight (48) hours notice delivered personally or by electronic mail, telephone, telegraph, or other electronic means. If sent by electronic mail, mail, or telegraph, the notice shall be deemed to be delivered on its date of electronic mail, deposit in the mail, or its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of Downtown Incorporated. Directors may designate an e-mail address as an additional official address for receiving notice. (b) Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting. Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting may, but need not, be specified in the notice. SECTION 16. VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED AND WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS The transactions of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though it had been at a meeting duly held after proper call and notice, provided a quorum, as hereinafter defined, is present, and provided that, either before or after the meeting, each of the Directors not present signs a waiver of notice, a consent to hold the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 17. QUORUM The number of Directors necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided, shall be eight (8) Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of Downtown Incorporated, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present. 14 19D-26