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<br />e <br /> <br />e <br /> <br />may, but need not be a member of the Board of Directors. The "new" <br /> <br />Board of Directors may also elect or appoint such oth~r officers <br /> <br />and agents as the "new" Board may deem necessary for the transactio~ <br /> <br />of business of the -corporation and, in making such elections or <br /> <br />appointments, the nnew" Board shall designate the responsibilities <br /> <br />and duties of each officer or 'agent. Such other officers or agents <br /> <br />may, but need not be members of the Board of Directors, but any <br /> <br />such officer or agent elected or appointed by the "new" Board of <br /> <br />Directors who is not a member of the Board of Directors shall have <br /> <br />no vote in the direction, management or control of the business of <br /> <br />the corporation. <br /> <br />Section 5. ANNUAL AND REGULAR MEETINGS OF THE BOARD: The <br /> <br />annual meeting of the Board of Directors shall be held in December, <br /> <br />or as soon thereafter as possible. <br /> <br />Regular meetings of the Board <br /> <br />of Directors shall be held once in each other month of the calendar <br /> <br />year. <br /> <br />Section 6. SPECIAL MEETINGS OF BOARD: Special meetings of the <br /> <br />Board of Directors may be called by the Pres ident, or in his absence <br /> <br />from the city by the Vice President, at any time, ~y means of such <br />notice to each Director of the time, place and purpose th$reof as <br /> <br />the President or Vice President in his discretion may deem sufficient. <br /> <br />Section 7. QUORUM OF DIRECTORS: <br /> <br />At any duly convened meeting <br /> <br />of the Board of Directors, a majori ty of the duly elected Dir~ctor's <br /> <br />shall constitute a quorum. Except as provided in Sections 1, 9 and 10 <br /> <br />-8- <br />