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7 <br /> Section 8. Manner of Acting. Except as otherwise provided in <br /> these Bylaws, the act of the majority of the Directors present at a <br /> meeting at which a quorum is present shall be the act of the Board of <br /> Directors. <br /> Section 9. Action Without Meeting. In circumstances where a lack <br /> of action would cause prejudice or hardship to the Corporation and <br /> circumstances dictate that action be taken before a meeting of the <br /> Board can be called, an action to be taken at a Board of Directors' <br /> meeting may be taken without a meeting if the action is taken by all <br /> members of the Board. The action shall be evidenced by one or more <br /> written consents signed by each Director before or after such action, <br /> describing the action taken, and included in the minutes or filed with <br /> the corporate records reflecting the action taken. The action taken <br /> under this section is effective when the last Director signs the <br /> consent, unless the consent specifies a different effective date. A <br /> consent signed under this section has the effect of a meeting vote and <br /> may be described as such in any document. <br /> Section 10. Limited Liability. Any person serving as a Director <br /> of the corporation shall be immune, individually, from civil liability <br /> for monetary damages (except to the extent that the same are covered <br /> by insurance) for any act or failure to act arising out of his or her <br /> services as a Director unless such action or inaction falls within the <br /> list of exceptions to such immunity set forth in N.C.G.S. 55A-8-60. <br /> In addition, Directors may be indemnified from personal liability as <br /> provided generally in N.C.G.S. 55A, Article 8, Part 5, and Directors <br /> shall be indemnified from personal liability as provided in N.C.G.S. <br /> 55A-8-52. <br /> Section 11. Presumption of Assent. A Director of the <br /> corporation who is present at a meeting of the Board of Directors at <br /> which action on any corporate matter is taken shall be presumed to <br /> have assented to the action taken unless his or her contrary vote is <br /> recorded or his or her dissent is otherwise entered in the Minutes of <br /> the Meeting or unless he or she shall file a written dissent to such <br /> action with the person acting as the secretary of the meeting before <br /> the adjournment thereof or shall forward such dissent by registered <br /> Page 5 of 10 <br /> mail to the Secretary of the corporation immediately after the <br /> adjournment of the meeting. Such right to dissent shall not apply to <br /> a Director who voted in favor of such action. <br /> ARTICLE VI <br /> OFFICERS <br /> Section 1. Officer-Directors. The officers of the corporation <br /> shall consist of a President, a Vice-President, a Secretary, a <br /> Treasurer, an Assistant Treasurer and such other Vice Presidents, <br /> Assistant Secretaries, Assistant Treasurers, and other officers as the <br /> Board of Directors may from time to time elect. All Officers shall be <br /> members of the Board of Directors. <br /> Section 2. Election and Term. The officers of the corporation <br /> shall be elected by the Board of Directors at the Annual Meeting and <br />