Section 4. Directors’ Meetings
A. The Board of Directors shall meet or take action without a meeting, upon call of the President, but not less than twice each calendar year. The President or, in his/her absence, the Vice President shall preside over all Directors’ meetings, except as otherwise prescribed in these bylaws.
B. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice. The act of not less than six Directors, or five Directors and the President (or, in his/her absence, the Vice President), in person or in writing, shall be required for action on any matter, unless the act of a greater number is required by these bylaws. The President (or the Vice President), as presiding Officer, shall be entitled to vote only to break a tie among all the Directors or to permit action on a matter in which five Directors have voted affirmatively. If the President or the Vice President is appointed from among the Directors, any vote to which he/she may be entitled as presiding Officer shall be cast in addition to and following his/her vote as a Director. In accordance with Section 2.B of this Article, the President’s vote shall not replace the vote of a Director on matters that require the vote of seven of the ten directors or on any action where a specified number of Directors’ votes are required. Directors may not vote or otherwise act by proxy.
Section 5. Notice of Meetings.
Notice of each meeting of Directors shall be given to each Director by the President or his/her designee:
A. By delivering written notice to each Director or;
B. By telephoning each Director.
If such notice is given by facsimile, email or other reliable electronic means to each Director via the contact information required in Article II, Section 6, of these bylaws, it shall be given at least five (5) days prior to the meeting.
If such notice is given by depositing a written notice in the United States mail, postage prepaid, to each Director via the contact information as required in Article II, Section 6, of these bylaws, it shall be given at least twenty (20) days prior to the meeting. The notice of all meetings shall state the place, date, hour and purpose or purposes of the meeting.