Laserfiche WebLink
committee member, at the beginning of the meeting, objects to the holding of a meeting or the <br />transaction of any business at the meeting. <br />Section 6. Attendance by Telephone. Members of the board of directors or any <br />committee of directors 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 the <br />meeting can hear each other at the same time. Such participation shall constitute presence in person <br />at the meeting. <br />Section 7. Action by Directors Without a Meeting. Any action required to or which <br />may be taken at a meeting of the board of directors or a committee of the directors may be taken <br />without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of <br />the directors or committee members entitled to vote with respect to the proposed action. Such <br />consent may be executed in counterparts and shall be effective as of the date of the last signature <br />thereon on any counterpart, unless the consent specifies a different effective date. <br />ARTICLE III <br />Officers and Agents <br />Section 1. General. The officers of the corporation shall be a chairman of the board, a <br />president, a secretary and a treasurer, each of whom shall be elected annually by the board of <br />directors. In addition, the board of directors may elect one or more vice presidents and either the <br />board of directors or the president may appoint one or more assistant secretaries, assistant treasurers <br />and other subordinate officers. Any two or more offices may be held by the same person. The <br />election or appointment of an officer shall not create any contract of employment. Any officer may <br />be removed by the board of directors at any time, with or without cause. Any officer appointed by <br />the president may be removed by him at any time, with or without cause. <br />Section 2. Chairman of the Board. The chairman of the board shall be a member of <br />the board of directors and shall preside at all meetings of the shareholders and the board of directors <br />at which he is present in person. He shall perform such additional functions and duties as the board <br />of directors may prescribe from time to time. <br />Section 3. President. Subject to the direction and supervision of the board of directors, <br />the president shall be the chief executive officer of the corporation, and shall have general and active <br />control of its affairs and business and general supervision of its officers, agents and employees. <br />Unless otherwise directed by the board of directors, the president shall attend in person or by <br />substitute appointed by him, or shall execute on behalf of the corporation written instruments <br />appointing a proxy or proxies to represent the corporation, at all meetings of the stockholders of any <br />other corporation in which the corporation holds any stock. On behalf of the corporation, the <br />president may in person or by substitute or by proxy execute written waivers of notice and consents <br />-5- <br />