BY-LfiWS Page 5 Section 3 — - Resignation. A director may resign at any time by filing his written resignation with the secretary. Section 4 — Removal. At a meeting of the shareholders called expressly for that purpose, directors may be removed in the manner provided in this Section, unless otherwise provided in the Articles of Incorporation. Any and all of the members of the Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote, at an election of directors. Section 5 — - Vacancies. In case of any vacancy in the Board of Directors through death, resignation, removal or other cause, the remaining directors by the affirmative vote of a majority thereof, may elect a successor to fill such vacancy until the next annual meeting and until his successor is elected and qualified. If the vote of the remaining members of the Board shall result in a tie, the vacancy shall be filled by shareholders at the annual meeting or a special meeting called for the purpose. Shareholders shall be notified of the name, address, principal occupation and other pertinent information about any director elected by the Board of Directors to fill any vacancy. Section 6 Annual Meeting. The Board of Directors shall meet each year imrediately after the annual meeting of the shareholders, at the place viiere such meeting of the shareholders has been held, for the purpose of organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of officers may be had at any subsequent meeting of the Board specifically called in the manner provided in Section 7 following. Section 7 — Other Meetings. Other meetings of the Board of Directors may be held upon the call of the Chairman of the Board, the Vice-Chairman of the Board, or of two or more members of the Board of Directors, at any place within or without the State of Indiana, or by means of a conference telephone or similar catnunications equipment by which all persons participating in the meeting can ocmmunicate with each other, in which case participation in such manner constitutes presence in person at the meeting, and upon forty-eight hours’ notice, specifying the time, place, manner, and general purposes of the meeting, given to each director, either personally, by mailing or by telegram. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may litewise be waived by absent directors, either by written instrument or by telegram. Section 8 Quorum. At any meeting of the board of directors, the presence of a majority of the members of the board elected and qualified shall constitute a quorum for the transaction of any business except the filing of vacancies in the board of directors. Section 9 Organization. The Chairman of the Board, and in his absence the Vice-Chairman of the Board, and in their absence any director chosen by the directors present, shall call meetings of the Board of Directors to order, and shall act as chairman of such meeting. The secretary of the corporation shall |