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N by resolution of the Board of Directors. In the absence of such a designation, regular <br />meetings shall be held at the principal place of business of the Company. Any <br />meeting, regular or special, may be held by conference telephone or similar <br />communications equipment so long as all directors participating in the meeting can <br />hear one another, and all directors participating by telephone or similar <br />communications equipment shall be deemed to be present in person at the meeting. <br />Section 8. Meetings.- <br /> <br />(a) Regular meetings of the Board of Directors shall be held at least twice per <br />year at such times and places as shall be fixed by unanimous approval of the <br />Board of Directors. Such regular meetings shall be held.without notice. <br />(b) Special meetings of the Board of Directors may be called by the President or <br />by the Secretary on the written request of any two directors on at least one day's <br />notice to each director and shall be held at such place or places as may be <br />determined by the directors, or as shall be stated in the call of the meeting. The <br />notice need not specify the purpose of the meeting. <br />Section 9. Action Without a Meeting. Any action required or permitted to be taken at <br />any meeting of the Board of Directors may be taken without a meeting, if prior to such <br />action a written consent thereof is signed by a majority of the directors and such written <br />consent is filed with the minutes of the proceedings of the Board. <br />Section 10. uorum. The presence of two directors or one-third of the directors then <br />in office, whichever is greater shall be necessary and sufficient to constitute a quorum <br />for the transaction of business. Every act or decision done or made by the affirmative <br />vote of a majority of directors present at a meeting duly held at which a quorum is <br />present shall be regarded as the act of the Board of Directors. If at any meeting of the <br />Board of Directors there shall be less than a quorum present, a majority of those <br />present may adjourn the meeting from time to time until a quorum is obtained, and no <br />further notice thereof need be given other than by announcement at the meeting which <br />shall be so adjourned. <br />Section 11. Waiver of Notice. Notice of any meeting need not be given to any <br />director who either before or after the meeting signs a written waiver of notice, a <br />consent to holding the meeting, or an approval of the minutes. The waiver of notice or <br />consent need not specify the purpose of the meeting. All such waivers, consents, and <br />approvals shall be filed with the records of the Company or made a part of the minutes <br />of the meeting. Notice of a meeting shall also be deemed given to any director who <br />attends the meeting without protesting before or at its commencement the lack of notice <br />to that director. <br />t <br />-5- <br />