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in the composition of the board of directors of the Shareholder, the Shareholder shall be deemed to <br />have voted all outstanding shares of common stock in favor of an identical change to the board of <br />directors of the corporation. This Section 1(a) can only be amended by unanimous vote of the Board <br />of Directors of the corporation. <br />(b) If and when the corporation is no longer a wholly -owned subsidiary of the <br />Shareholder, then the number of directors of the corporation shall be fixed from time to time by the <br />board of directors and the directors shall be elected in accordance with the Act. <br />(c) Directors shall serve until the next annual meeting of shareholders following <br />their election and until their successors are elected. <br />Section 2, Meetings. A regular meeting of the board of directors shall be held on the <br />third Wednesday in the first month of each fiscal quarter or on such other date and at such other <br />place as may be determined by a resolution of the board of directors adopted with the affirmative <br />votes of at least seven directors. Such meetings shall be held for the purpose of disposing of any <br />business appropriately brought before the board of directors. No notice of these regular meetings <br />need be given. Special meetings of the board of directors may be called by the chairman of the <br />board, the president or any two members of the board of directors. <br />Section 3. Notices. Notice of a special meeting stating the date, hour, place, and purpose <br />of such meeting shall be given to each member of the board of directors, or committee of the board <br />of directors, by the president, the secretary or a member of the board or such committee calling the <br />meeting. The notice may be deposited in the United States mail at least seven days before the <br />meeting addressed to the director or committee member at the last address he has furnished to the <br />corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time <br />it is mailed. Notice may also be given at Ieast two days before the meeting in person, or by <br />telephone, prepaid telegram, telex, cablegram or radiogram, and such notice shall be deemed to have <br />been given when the personal or telephone conversation occurs, or when the telegram, telex, <br />cablegram or radiogram is either personally delivered to the director or committee member or <br />delivered to the last address of the director or committee member furnished to the corporation by him <br />for this purpose. <br />Section 4. Quorum. A majority of the number of directors fixed in accordance with <br />Section 1. above shall constitute a quorum for the transaction of business at all meetings of the board <br />of directors. Except as otherwise specifically required by law, the act of a majority of the directors <br />present at any meeting at which a quorurn is present shall be the act of the board of directors. <br />Section 5. Waiver. A written waiver of notice signed by a director or committee <br />member entitled to notice, whether before, at, or after the date of the notice, shall be equivalent to <br />the giving of notice. Attendance of a director or committee member at a meeting constitutes a <br />waiver by such director or committee member of notice of such meeting, unless the director or <br />-4- <br />