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7 <br />constitute a waiver of notice of such meeting, except where a Director <br />attends a meeting for the express purpose of objecting to the <br />transaction of any business because the meeting is not lawfully called <br />or convened, <br />Section 7.. uorum, A majority of the number of Directors fixed <br />by these Bylaws shall constitute a quortam for the transaction of <br />business at any meeting of the Board of Directors. <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. S5A-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 />SSA-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 />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 />