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10 <br /> to time; and provided further that the Secretary-Treasurer shall notify any absent Directors of the <br /> time and place of such adjourned meeting. Any one or more Directors may participate in a <br /> meeting of the Board by means of a conference telephone or similar Communications device <br /> which allows all persons participating in the meeting to hear each other and such participation in <br /> a meeting shall be deemed present in person at such meeting. <br /> 5.05. Manner of Acting. The act of a majority of the Directors present at a meeting <br /> at which a quorum is present shall be the act of the Board, except to the extent these Bylaws or <br /> any applicable provision of law establishes a different requirement for corporate action. <br /> 5.06 Notice of Board Meetings. Written notice of the time and place of any regular <br /> or special Board meeting, unless waived, shall be delivered to each Director not less than five <br /> days prior to the meeting date. Notice shall be deemed given when delivered in person, when <br /> sent by facsimile transmission the receipt of which is confirmed by telephone or otherwise, or, if <br /> mailed, three days after the date such notice, with postage prepaid, is deposited in the United <br /> States mail addressed to the Director at such address as appears on the Company's records. <br /> 5.07. Waiver of Notice:Presumption of Assent. Any Director may waive in writing <br /> any notice of a meeting required to be given by these Bylaws, and may make such waiver either <br /> before or after such meeting. The waiver must be in writing, signed by the Director entitled to <br /> the notice, and delivered to the Company's Secretary-Treasurer for inclusion in the minutes or <br /> filing with the corporate records. A Director's attendance at any meeting shall constitute such <br /> Director's waiver of notice of such meeting, unless the Director at the beginning of the meeting, <br /> or promptly upon arrival, objects to holding the meeting or to transacting business at the meeting <br /> and does not thereafter vote for or assent to action taken at the meeting. <br /> ARTICLE VI <br /> OFFICERS <br /> 6.01. Desigoation. The officers of the Company shall be a President, Vice President, <br /> Secretary-Treasurer, Assistant Secretary-Treasurer and such other officers as the Board may <br /> determine from time to time to perform such duties as may be designated by the Board. <br /> 6.02. Election and Term of Office. The Board shall elect the officers annually at its <br /> regular annual meeting provided for in Section 5.01. Each officer shall hold office until the next <br /> regular annual meeting of the Board and until such officer's successor shall have been elected. <br /> Except as otherwise provided in these Bylaws, the Board shall fill any vacancy in any office for <br /> the unexpired portion of the term. The President and the Vice President shall be members of the <br /> Board,but none of the other officers need be members of the Board. No one person may serve in <br /> more than one of the offices enumerated in these Bylaws. <br />