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SECTION 7. QUORUM A quorum for the transaction of business shall consist of five percent (5%) of the Regular Members. Each Regular Member counted for purposes of satisfying the quorum requirement must be present in person. SECTION 8. LOSS OF QUORUM The members present at a duly called or held meeting at which a quorum is present may continue to do business only until the withdrawal of enough members to leave less than a quorum. Any action taken after such withdrawal shall not be valid unless ratified pursuant to Article IV Section 11 of these Bylaws. SECTION 9. ADJOURNMENT FOR LACK OF QUORUM; NOTICE In the absence of a quorum, any meeting of members may be adjourned by a vote of a majority of the members present. No other business shall be transacted. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for fewer than thirty (30) days, it is not necessary to give notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken. SECTION 10. WAIVER OF NOTICE; CONSENT OF ABSENTEES The transactions of any meeting of the members, however called and noticed and wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as herein defined, is present and provided that, either before or after the meeting, each person entitled to vote not present signs a waiver of notice, or a consent to hold the meeting, or an approval of the minutes thereof. Attendance of a person at a meeting shall constitute a waiver of notice of meeting except when the person objects at the beginning of the meeting that the meeting is not lawfully called. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 11. ACTION BY WRITTEN BALLOT WITHOUT A MEETING; WRITTEN CONSENTS Any action which, under any provision of these Bylaws may be taken at a meeting of members, may be taken without a meeting if a written ballot is distributed to every member entitled to vote and the number of ballots returned and received is equal to at least a quorum. All such written ballots are irrevocable and shall be filed with the Secretary and maintained in the corporate records. Said written notice may be delivered by First class United States Mail or by electronic mail. SECTION 12. VOTING (a) Majority. Except as otherwise provide in these Bylaws, a measure shall be affirmed by a simple majority of the voting power represented at the meeting, and voting on the measure. (b) Proxies Prohibited. Every Regular Member entitled to vote shall do so in person. No proxies shall be permitted. 9 19E-23