Section
111 Quorum and Adjournments. At all meetings
of the Board, the presence of seven Voting or Prospective
Directors shall constitute a quorum for the transaction
of business, except as otherwise provided by law,
by the Articles of Incorporation, or by these Bylaws.
A majority of directors present at the time and place
of any regular or special meeting, although less than
a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present. Until there
are at least seven Voting and eight Prospective Directors,
a quorum shall consist of 51% of the then Voting/Prospective
members of the Board or seven Voting/Prospective members
(where the Prospective Members are enabled to vote)
total, whichever is greater.
Section
112 Board Action. At all meetings of the Board,
each Voting Director present shall have one vote.
Except as otherwise provided by Statute, the action
of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the
Board. Any action authorized, in writing, by all of
the Directors entitled to vote thereon and filed with
the minutes of the Corporation shall be the act of
the Board with the same force and effect as if the
same had been passed by unanimous vote at a duly called
meeting of the Board. Any action taken by the Board
may be taken without a meeting if agreed to in writing
by all members before or after the action is taken
and if a record of such action is filed in the minute
book.
Section
113 Telephone/Internet Meetings. Directors may
participate in meetings of the Board through use of
a telephone or internet meeting if such can be arranged
so that all Board members can interact with all other
members. The use of the telephone or internet for
participation shall constitute presence in person.
