ARTICLE II - DIRECTORS AND DIRECTORS’ MEETINGS
Section 1. MANAGEMENT BY DIRECTORS, COMPENSATION: The business and property of the Company shall be managed by a Board of Directors of not less than one nor more than five Directors, which number shall be set by resolution of the Board of Directors or the stockholders. The Board of Directors shall be elected at the annual meeting of the stockholders for the term of one year and shall serve, subject to removal at any time, until the election and acceptance of their duly qualified successors. The Board of Directors shall hold any regular meetings as often as deemed necessary by the Board of Directors. The Directors shall be paid such fees for their attendance at such meetings of the Board of Directors as may be determined from time to time by the Board.
Section 2. REMOVAL OF DIRECTORS: At any special meeting of the stockholders, duly called as provided in these Bylaws, any Director or Directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of Directors be removed from office, either with or without cause.
Section 3. VACANCIES: Any vacancies caused by an increase in the number of authorized directors, or by the resignation, death, or removal of existing Directors may be filled by action of the Board of Directors or by action of the stockholders. Any Director elected to fill a vacancy shall serve the unexpired term of the vacant position.
Section 4. ANNUAL MEETING: The annual meeting of the Board of Directors shall be held without notice, at the same place and as soon as practical after the adjournment of each annual meeting of the stockholders or any special meeting of stockholders held in lieu of such annual meeting.
Section 5. SPECIAL MEETINGS: Special meetings of the Board of Directors may be held at any time on the call of the President, Secretary or upon the request of any Director, or may be held at any time and place without notice upon unanimous consent of all the members of the Board of Directors, or with the presence and participation of all Directors at such a meeting.
Section 6. CONSENT TO MEETINGS AND ACTION: Any action required to be taken or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.
Section 7. NOTICES OF MEETINGS: Notice of both regular and special meetings, except when held by unanimous consent or with the presence and participation of all of the Directors, shall be given by oral, telegraphic or written notice by the President, any Director or the Secretary to each Director not less than two days before any such meeting, and notices of special meetings shall state the purpose thereof. No failure or irregularity of notice of any regular meeting shall invalidate such meeting or any proceeding thereat. Directors may waive notice of any meeting in writing, and the presence and participation of a Director at a meeting shall constitute waiver of notice of the meeting by that Director.
Section 8. QUORUM: A majority of the Directors then in office, but in no case less than a majority of the minimum number of Directors specified for the variable range of the Board of Directors, shall constitute a quorum for the transaction of business, and whenever a quorum is present, all acts and decisions taken by a majority of the Directors assembled shall be valid as a corporate act. In case a quorum is not present at any annual, regular or special meeting, the Secretary may adjourn the meeting to another day and shall give written, telegraphic, or oral notice to each Director at least two days before convening such adjourned meeting.
Section 9. COMMITTEES: The Board may appoint such committees, in accordance with applicable law, as it may from time to time require.
2