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<br />. <br /> <br />. <br /> <br />paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable <br />compensation for services rendered to or for the benefit of the corporation in any other capacity. <br /> <br />Section 3.10 Meetinl):s by Telephone. Members of the board of directors or any <br />committee thereof may participate in a meeting of the board or committee by means of <br />conference telephone or similar communications equipment by which all persons participating in <br />the meeting can hear each other at the same time. Such participation shall constitute presence in <br />person at the meeting. <br /> <br />Section 3.11 Action Without a Meeting. Any action required or permitted to be taken <br />at a meeting of the directors or any committee thereof may be taken without a meeting if a <br />consent in writing, setting forth the action so taken, shall be signed by all of the directors or <br />committee members entitled to vote with respect to the subject matter thereof. Such consent <br />(which may be signed in counterparts) shall have the same force and effect as a unanimous vote <br />of the directors or committee members. <br /> <br />ARTICLE IV <br /> <br />OFFICERS AND AGENTS <br /> <br />Section 4.1 Number and Oualifications. The elected officers of the corporation shall <br />be a chairman of the board, a president, one or more vice presidents, a secretary and a treasurer. <br />The board of directors may also appoint such other officers, assistant officers and agents, <br />including an executive director, a controller, assistant secretaries and assistant treasurers, as it <br />may consider necessary. One person may hold more than one office at a time, except that no <br />person may simultaneously hold the offices of president and secretary. Officers need not be <br />directors of the corporation. All officers must be at least eighteen years old. <br /> <br />Section 4.2 Election and Term of Office. The elected officers of the corporation shall <br />be elected by the board of directors annually at the first meeting of the board held after each <br />annual meeting of the shareholders or promptly thereafter. Each officer shall hold office until <br />such officer's successor shall have been duly elected and shall have qualified, or until such <br />officer's earlier death, resignation or removal. <br /> <br />Section 4.3 Compensation. The compensation of the officers, if any, shall be as fixed <br />from time to time by the board of directors, and no officer shall be prevented from receiving a <br />salary by reason of the fact that such officer is also a director of the corporation. <br /> <br />Section 4.4 Removal. Any officer or agent may be removed by the board of directors <br />whenever in its judgment the best interests of the corporation will be served thereby, but such <br />removal shall be without prejudice to the contract rights, if any, of the person so removed. <br />Election or appointment of an officer or agent shall not in itself create contract rights. <br /> <br />fd0985 <br /> <br />-6- <br />