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said Company is authorized to do business, without notice; provided that all members of the said <br />Board of Directors be present at said meeting. Any Director can, by signing the minutes of any <br />meeting of the Directors, assent to and ratify any and all things done at any such meeting, the <br />same as if said meeting had been regularly called and he or she had been present at and <br />participating in the proceedings of said meeting. <br />Section 11. Quorum. A majority of the number of Directors fixed by Section 9 shall <br />constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if <br />less than such majority is present at a meeting, a majority of the Directors present may adjourn <br />the meeting from time to time without further notice. <br />Section 12. Manner of Acting The act of a majority of the Directors present at a <br />meeting at which a quorum is present shall be the act of the Board of Directors. <br />Section 13. Presumption of Assent A Director of the Company who is Present at a <br />meeting of the Board of Directors at which action on any corporate matter is taken shall be <br />presumed to have assented to the action taken unless his dissent shall be entered in the minutes of <br />the meeting, or unless he shall file <br />his written dissent to such action with the person acting as the secretary of the meeting before the <br />adjournment thereof or shall forward such dissent by registered mail to the secretary of the <br />Company within two days after the adjournment of the meeting. Such right to dissent shall not <br />apply to a Director who voted in favor of such action. <br />Section 14. Executive Committee The Board of Directors, by resolution adopted by <br />the affirmative vote of four -fifths of the Directors fixed by Section 9, may designate two or more <br />Directors to constitute an executive committee which shall have and may exercise all of the <br />authority of the Board of Directors or such lesser authority as may be set forth in such resolution. <br />No such delegation of authority shall operate to relieve the Board of Directors or any member <br />thereof from any responsibility imposed by law. <br />Section 15. Informal Action By Directors Any action required or permitted to be <br />taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting <br />forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the <br />subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of <br />the Directors, and may be stated as such in any articles or document filed with the Secretary of <br />State of Colorado under the Colorado Nonprofit Corporation Act. <br />Lake Meredith Res. Co. 3/7/03 <br />Feasibility of Outlet Channel Page 4 <br />