Fillable Bylaws Template (Page 5 of 10) in pdf

members of the Board or committee shall be filed with the minutes of the proceedings of the Board or

committee.

5. Meetings of the Board

An annual meeting of the Board of Directors shall be held in each year directly after the

annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed

by the Board. Special meetings of the Board may be held at any time upon the call of the President or any

two directors.

Meetings of the Board of Directors shall be held at such places as may be fixed by the

Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is so

fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more

members of the Board of Directors may participate in meetings by means of a conference telephone or

similar communications equipment.

No notice need be given of annual or regular meetings of the Board of Directors. Notice

of each special meeting of the Board shall be given to each director either by mail not later than noon,

_______________ time, on the third day prior to the meeting or by telegram, written message or orally not

later than noon, _______________ time, on the day prior to the meeting. Notices are deemed to have been

properly given if given: by mail, when deposited in the United States mail; by telegram at the time of

filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to

each director at the address designated by him for that purpose, or, if none has been so designated, at his

last known residence or business address.

Notice of a meeting of the Board of Directors need not be given to any director who

submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without

protesting, prior thereto or at its commencement, the lack of notice to any director.

A notice, or waiver of notice, need not specify the purpose of any meeting of the Board

of Directors.

A majority of the directors present, whether or not a quorum is present, may adjourn any

meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall

be given, in the manner described above, to the directors who were not present at the time of the

adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. Resignations

Any director of the Corporation may resign at any time by giving written notice to the

Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take

effect at the time specified therein; and unless otherwise specified therein the acceptance of such

resignation shall not be necessary to make it effective.

7. Removal of Directors

Any one or more of the directors may be removed for cause by action of the Board of

Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. Newly Created Directorships and Vacancies

Bylaws Template Page 5