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19 <br /> meeting shall constitute a waiver of notice of such meeting, except <br /> where a Director attends a meeting for the express purpose of <br /> objecting to the transaction of any business because the meeting is <br /> not lawfully called or convened. Neither the business to be <br /> transacted at, nor the purpose of, any regular or special meeting <br /> of the Board need be specified in the notice or waiver of notice of <br /> such meeting, unless specifically required by law, by the Articles <br /> of Incorporation of the corporation, or by these by-laws. <br /> Section 9. Quorum. The presence of forty percent (40%) of the <br /> members of the Board of Directors at a meeting duly assembled shall <br /> constitute a quorum for the transaction of business; provided, if <br /> less than a quorum of the Directors shall be present at the time <br /> and place of any meeting, the Directors present may adjourn the <br /> meeting from time to time until a quorum. shall be present, and <br /> notice of any adjourned meeting need not be given; provided, that <br /> the time and place are fixed at the meeting adjourning and the <br /> period of adjournment does not exceed ten (10) days in any one <br /> adjournment. A meeting at which a quorum is initially present may <br /> continue to transact business, notwithstanding the withdrawal of <br /> enough Directors to have less than a quorum, if any action taken is <br /> approved by at least a majority of the required quorum for such a <br /> meeting. Any one (1) or more Directors or members of a committee <br /> may participate in a meeting of the Board or committee by means of <br /> a conference telephone or similar communications device which <br /> allows all persons participating in the meeting to hear each other <br /> A <br /> Ra12\R55090-006\0047496.06\10-07-94 10 <br />