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17 <br /> 1 <br /> meeting of the Board of Directors occurring in an even numbered <br /> year, commencing with the 1992 annual meeting, by a majority of the <br /> Board of Directors present and voting at such meeting. The Vice- <br /> Chairman of the Board shall serve for a term of two (2) years <br /> beginning on the first day of July after such Vice-Chairman's <br /> election, and continuing until the Vice-Chairman's successor shall <br /> have been duly elected and qualified or until the Vice-Chairman's <br /> death or resignation, disqualification or removal. The Vice- <br /> Chairman of the Board shall preside at all meetings of the Board of <br /> Directors in the absence of the Chairman of the Board, and shall <br /> perform such other duties as shall be assigned by the Chairman of <br /> the Board. The Vice-Chairman of the Board shall be the Chairman- <br /> elect of the Board. <br /> A vacancy in the office of Vice-Chairman of the Board because <br /> of death, resignation, removal, or disqualification or any other <br /> cause shall be filled for the unexpired portion of the term by the <br /> Board of Directors at any regular or special meeting of the Board <br /> of Directors. <br /> Section 5. Duties. Directors shall stand in a fiduciary <br /> relation to the corporation and shall discharge the duties of their <br /> respective positions in good faith, and with that diligence and <br /> care which ordinarily prudent individuals would exercise in similar <br /> circumstances in like positions. <br /> Section 6. Regular Meetings. Semiannual meetings of the Board <br /> of Directors shall be held in the Research Triangle Region during <br /> the months of May and November of each year, and the meeting held <br /> Ra12\R55090-006\0047496.06\10-07-94 8 <br />