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<br />provided. Nothing contained in this Article III shall, or shall be constmed to, affect in any manner whatsoever the validity of <br />any action taken at any meeting of the Board of Directors. <br /> <br />. <br /> <br />4. REGULAR MEETINGS. <br />A regular meeting of the directors shall be held without other notice than this bylaw immediately after, and at the same <br />place as, the annual meeting of stockholders. The directors may provide, by resolution, the time and place for the holding of <br />additional regular meetings without other notice than such resolution. <br /> <br />5. SPECIAL MEETINGS. <br />Special meetings of the directors may be called by or at the request of the President or any two directors. The person or <br />persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors <br />called by them. <br /> <br />6. NOTICE. <br />Notice of any special meeting shall be given at least _ (suggest 5) days previously thereto by written notice delivered person- <br />ally, or by electronic mail or mailed to each director at the directors business address. If mailed, such notice shall be deemed <br />to be delivered when deposited in the United States mail so addressed, "vith postage thereon prepaid. If notice be given by <br />electronic mail, such notice shall be deemed to be delivered when the electronic mail is delivered to the electronic network. <br />The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends <br />a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or <br />convened. <br /> <br />7. QUORUM. <br />At any meeting of the directors the majOlity shall constitute a quorum for the transaction of business, but if less than said <br />number is present at a meeting. The act of the majority of the directors present at a meeting at which a quomm is present shall <br />be the act of the directors. A majority of the directors present may adjourn the meeting from time to time without further notice. <br />The associate director shall not be counted in determining a quorum. <br /> <br />. <br /> <br />8. MANNER OF ACTING. <br />The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. <br /> <br />9. INFORMAL ACTION BY DIRECTORS. <br />Any action required or permitted to be taken by the Board of Directors or by a committee thereof at a meeting may be taken <br />without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the directors or all of the <br />committ~e members entitled to vote with respect to the subject matter thereof. <br /> <br />10. PARTICIPATION BY ELECTRONIC MEANS. <br />Any members of the Board of Directors or any committee designated by such Board may participate in a meeting of the <br />Board of Directors or committee by means of telephone conference or similar communications equipment by which all persons <br />participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the <br />meeting. <br /> <br />11. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. <br />Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for <br />any reason except the removal of directors by the stockholders may be filled by a vote of a majority of the directors then in of- <br />fice, although less than a quorum exists. Vacancies occurring by reason of the removal of directors by the stockholders shall be <br />filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to <br />hold office for the unexpired term of the director's predecessor. <br /> <br />12. REMOVAL OF DIRECTORS. <br />Any or all of the directors may be removed for cause by vote of the stockholders. <br /> <br />13. RESIGNATION. <br />A director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. <br />Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and <br />the acceptance of the resignation shall not be necessary to make it effective. <br /> <br />. <br /> <br />14. COMPENSATION. <br />No compensation shall be paid to directors, as such, for their services, but by resolution of the Board a fixed sum and ex- <br />penses for actual attendance at each regular or special meeting of the Board may be authorized. Such amount may be designated <br /> <br />Ditch Company Handbook I June 2005 <br />