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2002_0128_packet
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2002_0128_packet
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the Board may determine by resolution adopted by a majority of the <br />total number of directors. Notice of regular meetings need not be <br />given. <br />Section 3.7. Special Meetings. Special meetings of the <br />Board of Directors may be called at any time, for any purpose, by <br />the chairman of the Board, if one be elected, or by the president <br />of the corporation, and shall be called by the chairman or the <br />president, as the case may be, at the written request of not less <br />than three directors. A meeting called at the request of the <br />directors shall be held not less than three days nor more than ten <br />days after the chairman or the president receives the directors' <br />written request that it be held. Should the chairman or the presi- <br />dent fail, within one day after the date on which the director's <br />written request is received, to call a special meeting by giving or <br />causing to be given notice thereof, the directors requesting that <br />the meeting be held may fix the time and place of the meeting and <br />give notice thereof in the manner specified in Section 3.8 hereof. <br />Section 3.8. Notice of �eetings. Notice of every annual and <br />every special meeting shall be mailed to each director, addressed <br />to him or her at his or her residence or usual place of business, <br />at least five days before the day on which the meeting is to be <br />held, or be delivered to him or her personally or by telephone, not <br />later than one day before the day on which the meeting is to be <br />held. Each such notice shall state the time and place of the <br />meeting, but need not state the purposes thereof except as <br />otherwise expressly required by the laws of the State of Minnesota <br />or these Bylaws. <br />Section 3.9. Place of Meetings. The Board of Directors may <br />hold its meetings at such place or places, within or without the <br />State of Minnesota, as it may from time to time determine. <br />Section 3.].0. QuoXUm and Manner of Acting. Except as other- <br />wise provided by the laws of the State of Minnesota or by these <br />Bylaws, a majority of the total number of directors shall be re- <br />quired to constitute a quorum for the transaction of business at <br />any meeting of the Board of Directors, and the act of a majority of <br />the directors present at any meeting at which a quorum is present <br />shall be the act of the Board. In the absence of a quorum, a <br />majority of the directors present may adjourn any meeting from time <br />to time until a quorum be had. Notice of any adjourned meeting <br />need not be given other than by announcement at the meeting at <br />which adjournment is taken. <br />Section 3.11. Proxies. A director shall not appoint a proxy <br />for himself or hersel n�hall he or she vote by proxy. <br />Section 3.12. Committees. The Board of Directors may ap- <br />point an executive committee, which shall be comprised of three or <br />more directors, and delegate to such committee any of the powers <br />and authority of the Board, except as otherwise prohibited by these <br />3 <br />
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