3.6 REGULAR MEETINGS.
Regular meetings of the Board may be held without notice at such time and at such place as
shall from time to time be determined by the Board.
3.7 SPECIAL MEETINGS; NOTICE.
Special meetings of the Board for any purpose or purposes may be called at any time by the
chairperson of the Board, the chief executive officer, the president, the secretary or a majority
of the authorized number of directors.
Notice of the time and place of special meetings shall be:
(i) delivered personally by hand, by courier or by telephone;
(ii) sent by United States first-class mail, postage prepaid;
(iii) sent by facsimile; or
(iv) sent by electronic mail,
directed to each director at that directors address, telephone number, facsimile number or
electronic mail address, as the case may be, as shown on the corporations records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by
facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before
the time of the holding of the meeting. If the notice is sent by United States mail, it shall be
deposited in the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need not specify the
place of the meeting (if the meeting is to be held at the corporations principal executive office)
nor the purpose of the meeting.
At all meetings of the Board, a majority of the authorized number of directors shall
constitute a quorum for the transaction of business. The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the Board, except as may be
otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a
quorum is not present at any meeting of the Board, then the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a
quorum is present.
A meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.
3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be
taken without a