pf_03385 - Laserfiche WebLink

Home

the Board may determine by resolution adopted by a majority of the total number of directors. Notice of regular meetings need not be given. Section 3.7. Speci~____l.':'!eeti:!!gs. Special meetings of the Board of Directors may be called at any time, for any purpose, by the chairman of the Board, if one be elected, or by the president of the corporation, and shall be called by the chairman or the president, as the case may be, at the written request of not less than three directors. A meeting called at the request of the directors shall be held not less than three days nor more than ten days after the chairman or the president receives the directors' written request that it be held. Should the chairman or the presi- dent fail, within one day after the date on which the director's written request is received, to call a special meeting by giving or causing to be given notice thereof, the directors requesting that the meeting be held may fix the time and place of the meeting and give notice thereof in the manner specified in Section 3.8 hereof. Section 3.8. Notice of Meetings. Notice of every annual and every special meeting----sFlall b-e-m-ailed to each director, addressed to him or her at his or her residence or usual place of business, at least five days before the day on which the meeting is to be held, or be delivered to him or her personally or by telephone, not later than one day before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise expressly required by the laws of the State of Minnesota or these Bylaws. Section 3.9.~1.::..~.~~___2.t__~_~~t.tQg~. The Board of Directors may hold its meetings at such place or places, within or without the State of Minnesota, as it may from time to time determine. Section 3.10. ~orum and Mann~r of Acting. Except as other- wise prov ided by the laws of the State of Minnesota or by these Bylaws, a majority of the total number of directors shall be re- quired to consti tute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given other than by announcemen tat the meet ing at which adjournment is taken. Section 3.11. Proxies. A director shall not appoint a proxy for himself or rsel~nor shall he or she vote by proxy. Section 3.12. ~9_!I1ffiitte~s. The Board of Directors may ap- point an executive committee, which shall be comprised of three or more directors, and delegate to such commi ttee any of the powers and authority of the Board, except as otherwise prohibited by these 3