Agenda - 02-21-2012 - 5f - Laserfiche WebLink

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9 Section 7.04 Special Meetings Special meetings of the Board may be called at any time by the Chair or by agreement of two-thirds of the Board members. Section 7.05/nformal Action Action taken by the Directors without a meeting is nevertheless Board action if written approval of the action in question is signed by all of the Directors and filed with the Corporation's official minutes. Section 7.06 Form of Notice Notice may be communicated in person; by electronic means; or by mail or private carrier. Written notice of the time and place of any regular or special meeting, unless waived shall be delivered to each Director not less than five (5) days prior to the meeting. Notice in the form of an electronic record sent by electronic means is effective when it is sent. Notice shall be deemed given when delivered in person or, if mailed, three (3) days after the date the notice was mailed to the Director at the address saved in the Corporation's records. Section 7.07 Waiver of Notice; Presumption of Assent Any Director may waive in writing any notice of a meeting required to be given by these By-Laws, and may make such waiver either before or after such meeting. The waiver must be in writing, signed by the Director entitled to the notice, and delivered to the Corporation's Secretary for inclusion in the minutes or filing with the corporate records. A Director's attendance at any meeting sha11 constitute such Director's waiver of notice of such meeting, unless the Director at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 7.08 Quorum A quorum for any meeting of the Board shall consist of a simple majority of filled Director positions. Section 7.09 Manner of Acting The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except to the extent these By-Laws or any applicable provision of law established a different requirement for corporate action. Section 7.10Participation in Meetings by Electronic Communications Provided that a quorum is physically present and with the permission of the majority of those Directors present, any one or more members may participate in a Board meeting by means of a conference telephone or similar device which allows all persons participating in the meeting to hear each other. Such participation in a meeting sha11 be deemed presence at such meeting. Article VIII. COMMITTEES OF THE BOARD AND FOCUS GROUPS Section 8,01 Committees of the Board The Board may, by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, create one or more committees of the Board, consisting of two or more Directors or other qualified persons, to serve at the pleasure of the Board. Appointments to any such committee shall be by a majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee who may replace any absent member at any