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21 <br /> and filed with the minutes of the proceedings of the Board or <br /> committee, whether done before or after the action so taken. If a <br /> meeting of Directors otherwise valid is held without proper call or <br /> notice, action taken at such meeting otherwise valid is deemed <br /> ratified by a Director who did not attend unless promptly after <br /> having knowledge of the action taken and of the impropriety in <br /> question the Director files with the Secretary of the corporation <br /> written objection to the holding of the meeting or to any specific <br /> action so taken. <br /> Section 12 . Resignation of Directors. Any Director may resign <br /> at any time by giving notice thereof in writing to the President or <br /> Secretary of the corporation. Such resignation shall take effect <br /> at the time specified therein, or if no time is specified, at the <br /> time such resignation is received by the President or Secretary, <br /> unless it shall be necessary to accept such resignation by its <br /> terms before it becomes effective, in which event the resignation <br /> shall take effect upon its acceptance by the Board of Directors. <br /> Section 13 . Vacancies. In the event of any vacancy occurring <br /> in the Board of Directors by death, resignation, disqualification <br /> or removal, the remaining Directors shall continue to act; and such <br /> vacancy may be filled by the designation of the body which <br /> designated the Director whose death, resignation, disqualification <br /> or removal created the vacancy. Any Director so chosen shall hold <br /> office for the unexpired portion of the term of the person whom the <br /> newly designated Director succeeds and until the Director's <br /> successor shall have been duly designated and qualified, or until <br /> Ra12\R55090-006\0047496.06\10-07-94 12 <br />