President and shall be held at such place, on such date, and at such time as they or he or she
shall fix. Notice of the place, date, and time of each such special meeting shall be given to each
director by whom it is not waived by mailing written notice not less than five (5) days before the
meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not
less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 5: Quorum.
At any meeting of the Board of Directors, a majority of the total number of the whole Board of
Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place, date, or time,
without further notice or waiver thereof.
Section 6: Participation in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate in a meeting
of such Board of Directors or committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other and such
participation shall constitute presence in person at such meeting.
Section 7: Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted in such order and
manner as the Board of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present, except
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