R-1984-02 - Laserfiche WebLink

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It e SECTION 2.2. Meetings. The board of directors shall not meet regularly, but shall assemble at such special meetings as shall be necessary or advisable to give effect to the purpose for ,~hich the Issuer is organized. Special meetings of the board of directors shall be held at the call of the secretary or the president of the Issuer or upon written requests of any two directors. Notice of each special meeting shall be given by the secretary to each director, either personally or by mail or telegram, not less than three days prior to the meeting unless the president or any two directors declare an emergency, in which case personal notice to each director given not less than two hours prior to the meeting shall be satisfactory. Mailed notice shall be considered given at the earlier of (1) delivery at the address of the director or (2) the expiration of four days after deposit into the United States mail, first class, postage prepaid. Special meetings of the board of directors shall be held at such location within the City of La Porte, Texas, 'as shall be specified in the notice of the meeting given by the secretary. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. A waiver in writing by any director of notice of a special meeting, whether such waiver be given before or after the time of the special meeting stated in such notice, shall be the equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of a meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except as provided in Section 5.1 of these bylaws. SECTION 2.3. Quorum. The presence of three directors shall be necessary and sufficient for the transaction of business at ~ach meeting of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present may recess the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of direc- tors. SECTION 2.4 Unanimous Consent of Directors. Any action required to be taken at a meeting of the board of directors or which may be taken at a meeting of the board of directors or any committee may be taken without a meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all directors or all of the members of the commit- tee, .as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or documents filed with the ,~ecretary of State under the Health Facilities Development Act or otherwise executed and delivered by any officer of the Issuer. SECTION 2.5. Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees which, to the extent provided in such resolution, shall have and -2-