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8. Manner of Acting. The act of the majority of the directors present at a meeting <br />at which a quorum is present shall be the act of the Board of Directors. <br />9. Action by Directors Without a Meeting. Any action required or permitted to <br />be taken at a meeting of the Board of Directors or any committee designated by said Board may <br />be taken without a meeting if the action is evidenced by one or more written consents describing <br />the action taken, signed by each Director or committee member, and delivered to the secretary <br />for inclusion in the minutes or for filing with the corporation records. Action taken under this <br />section is effective when all Directors or committee members have signed the consent, unless the <br />consent specifies a different effective date. Such consent has the same force and effect as an <br />unanimous vote of the directors or committee members and may be stated as such in any <br />document. <br />10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by <br />the affirmative vote of a majority of the remaining directors though less than a quorum of the <br />Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of <br />his predecessor in office. Any directorship to be filled by reason of an increase in the number of <br />directors shall be filled by the affirmative vote of a majority of the directors then in office or by <br />an election at an annual meeting or at a special meeting of shareholders called for the purpose. A <br />director chosen to fill a position resulting from an increase in the number of directors shall hold <br />office until the next annual meeting of shareholders and until his successor shall have been <br />elected and qualified. <br />11. Compensation. By resolution of the Board of Directors, the directors may <br />be paid their expenses, if any, of attendance at each meeting of the Board of Directors, or a stated <br />salary as director. No such payment shall preclude any director from serving the Corporation in <br />any other capacity and receiving compensation therefore. <br />12. Presumption of Assent. A director of the Corporation 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 <br />of the meeting or unless he shall file his written dissent to such action with the person acting as <br />the secretary of the meeting before the adjournment thereof or shall forward such dissent by <br />registered mail to the secretary of the Corporation immediately after the adjournment of the <br />meeting. Such right to dissent shall not apply to a director who voted in favor of such action. <br />13. Removal of Directors. At a meeting called expressly for that purpose, <br />directors may be removed in the manner provided in this section. The entire Board of Directors <br />or any lesser number may be removed, with or without cause, by a vote of the holders of a <br />majority of the shares then entitled to vote at an election of directors. <br />