Common use of Meetings of the Board of Directors Clause in Contracts

Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at least once each quarter on such date and at such place and time as determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice of the date, place, if any, and time of any special meeting of Directors shall be given to each Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

Meetings of the Board of Directors. (a) Regular meetings of the Board of Directors shall be held quarterly or on a more frequent basis, at least once each quarter on such date times and at such place and time as locations determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular special meeting of the Board of Directors may be held without notice immediately after and called for any purpose at any time by the same place as CEO or any two (or, to the annual meeting of Members. Special meetings extent there is only one member of the Board of Directors may be held at any time and place designated in a call by the Chairman such time, one) or more members of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice Board of Directors and Members collectively holding at least 50% of the date, place, if any, Class A Units issued and time of any special meeting of Directors shall be given to each outstanding. Any Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) may participate in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors by telephone conference or any committee thereof by means of conference telephone or other similar communications equipment by means of which all persons Persons participating in the meeting can hear each otherone another, and such participation by such means shall constitute presence in person or attendance of such Person at such meeting. (b) Unless waived by all of the Directors in writing (before or after a meeting), the Board of Directors shall provide written notice of any meeting, which notice shall state the place, date, time and purpose of the meeting. Notice of any such meeting (including special meetings) shall be given to each Director either (i) by mail at least 48 hours prior to the date on which such meeting is to be held by telephone, facsimile, electronic mail, mail or any other means of communication, (ii) by telephone, telegram, facsimile or other electronic transmission at least 24 hours prior, or (iii) on such shorter notice as the Person or Persons calling such meeting may deem necessary or appropriate in the circumstance. Notice of any meeting need not be given to any Director who waives such notice (before or after a meeting). Attendance at such meeting (whether in person, telephonically or otherwise) without protesting, prior thereto or at its commencement, the lack of notice to such Director shall constitute a waiver of notice of such meeting. (c) The presence (whether in person, telephonically or otherwise) of at least a majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors within an hour of the time appointed for such meeting, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (d) Each Director present at any meeting of the Board of Directors (whether in person, telephonically or otherwise) or each Director signing any written resolution or consent of the Board of Directors or authorizing any other action of the Board of Directors shall have the right to exercise one vote in the aggregate at any such meeting or in respect of such resolution, consent or action. The affirmative vote of a majority of the Board of Directors shall constitute the act of the Board of Directors.

Meetings of the Board of Directors. Regular The Board of Directors shall hold regular meetings on at least a quarterly basis. In addition, each member of the Board of Directors shall be available at all reasonable times to consult with other members of the Board of Directors on matters relating to the duties of the Board of Directors. Meetings of the Board of Directors shall be held at least once each quarter on such date and at such place and time as determined by a majority the call of the Chairman of the Board of Directors, provided that the Chief Executive Officer, or any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting two (2) members of the Board of Directors may be held without requesting such meeting through such Chairman, upon not less than ten (10) business days written or telephonic notice immediately after and to the members of the Board of Directors, such notice specifying all matters to come before the Board of Directors for action at the same place as the annual meeting such meeting. The presence of Members. Special meetings any member of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only meeting shall constitute a single director in office. Notice of the date, place, if any, and time of any special meeting of Directors shall be given to each Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a the meeting with respect to such member. The members of the Board of Directors need not specify the purposes of the meeting. Directors may may, at their election, participate in meetings of the Board of Directors any regular or any committee thereof special meeting by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other, and . A member’s participation by such means in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A majority of the members of the Board of Directors shall constitute a quorum of the Board of Directors. Members of the Board of Directors may vote in person or by proxy at such meeting. Notwithstanding anything to the contrary in this Agreement, any action that 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 is executed by the requisite number and category of Directors that would be necessary to approve such action at a meeting of the Board of Directors duly called, which consent may be executed in multiple counterparts and by facsimile. In the event any action is taken pursuant to this Section 12.3, it shall not be necessary to comply with any notice or timing requirements set forth in this Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the members of the Board of Directors who have not consented in writing to such action.

Meetings of the Board of Directors. (a) All meetings of the Board of Directors may be held at any place that has been designated from time to time by resolution of the Board of Directors or in any notice properly given with respect to such meeting. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment; provided that all Directors participating in the meeting can hear one another, and all Directors participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. (b) Regular meetings of the Board of Directors shall be held at least once each quarter on such date times and at such place and time places as determined shall be fixed by a majority approval of the Board Directors in accordance with the terms of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. this Agreement. (c) Special meetings of the Board of Directors for any purpose or purposes may be held called at any time and place designated in a call by the Chairman any of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice of the date, place, if any, time and time place of any a special meeting shall be delivered personally to each Director and sent by first class mail, by telegram, telecopy or email (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of Directors the Company. If the notice is mailed, it shall be deposited in the United States mail at least five (5) Business Days before the date of the meeting. If the notice is delivered personally or by telephone or by telegram, telecopy or email (or similar electronic means) or overnight courier, it shall be given to each Director by at least twenty-four (24) hours before the Secretary time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Officer Director or one to a Person designated by such Director to receive such notice. Any notice of a special meeting shall state generally the nature of the business to be transacted as such meeting. (d) A majority of the Directors calling shall constitute a quorum for the transaction of business. Every act done or decision made by the affirmative vote of the Directors holding a majority of the votes present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, except to the extent that the vote of a higher number is required by this Agreement or Applicable Law. (e) Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent shall specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the records of the Company or be made a part of the minutes of the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting at or prior to its commencement the lack of notice to that Director. (f) Directors present at any meeting entitled to cast a majority of all votes entitled to be cast by such Directors, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 5.5(c) hereof. (g) Any action which could be taken by the Board of Directors at a meeting may be taken without such meeting by the written consent of all the Directors entitled to act at such meeting. Any such written consent may be executed and given by telecopy, email or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meetingDirectors.

Meetings of the Board of Directors. (a) Notwithstanding mandatory Delaware law, the following provisions shall be applicable to the meetings of the Board of Directors, unless otherwise determined by the Board of Directors of Newco: (i) The Board of Directors shall hold at least one meeting per quarter either in person or by conference call. (ii) Any two members of the Board of Directors may at any time call for a special meeting of the Board of Directors upon five (5) Business Days prior notice to the Members of the Board of Directors, specifying the date and agenda of the meeting. If the member required to specify the time and place of the meeting fails to do so within twenty-four hours of receipt of a request therefor, the member calling for the special meeting shall specify the time and place within 24 hours thereafter. Such notice may be waived in writing before or after such meeting or by attendance at such meeting. A member may propose an agenda item for discussion at such meeting by written notice to the other members, unless waived. In addition, any item which the members agree to discuss at a Board of Directors meeting shall be considered to be an agenda item at such meeting. (iii) Regular meetings of the Board of Directors shall be held at least once each quarter on such date the principal offices of Newco, unless the members establish any other place for meetings by mutual agreement. Special meetings shall be held in the location and at such place and the time as determined specified (in accordance with this subsection) by a majority the member which did not call the meeting. (iv) Members of the Board of DirectorsDirectors may participate in such meetings by means of a conference telephone or similar means of communication if all persons participating in the meeting are able to hear one another, provided that and any such Director who is absent when such a determination is made shall be given notice of the determinationdeemed to be present at such meeting. A regular Any action that may be taken at a meeting may also be taken by unanimous written consent. (v) Meetings of the Board of Directors may be held without notice immediately after and at attended by guests invited by the same place as the annual meeting of Members. Special meetings members of the Board of Directors may be held at any time and place designated in a call by pursuant to the Chairman of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice of the date, place, if any, and time of any special meeting of Directors shall be given to each Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting unanimous approval of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meetingDirectors.

Meetings of the Board of Directors. Section 13.1. An organization meeting may be held immediately following the annual shareholders’ meeting without the necessity of notice to the directors to constitute a legally convened meeting, or the directors may meet at such time and place as may be fixed by either a notice or waiver of notice or consent signed by all of such directors. Section 13.2. Regular meetings of the Board of Directors shall be held not less often than semi-annually at least once each quarter on such date a time and at such place and time as determined by a majority the Board of Directors at the preceding meeting. One or more directors may participate in any meeting of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice of the date, place, if any, and time of any special meeting of Directors shall be given to each Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meetingcommittee thereof, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors or any committee thereof by means of a conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear one another. Section 13.3. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on one day’s notice to each otherdirector, either personally or by mail, courier service, facsimile transmission, email or other electronic communication, or telephone; special meetings shall be called by the Chairman of the Board or the President in like manner and on like notice upon the written request of three (3) directors. Section 13.4. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and participation the acts of a majority of the directors present at a meeting in person or by conference telephone or similar communications equipment at which a quorum is present in person or by such means communications equipment shall constitute presence be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these bylaws. If a quorum shall not be present in person or by communications equipment at such any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or as permitted herein.

Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at least once each quarter on such date and at such place and time as determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the (a) The Board of Directors may be held hold their meetings, both regular and special, either within or without notice immediately after and at the same place as the annual meeting State of Members. Special Delaware. (b) Regular meetings of the Board of Directors may be held at any such time and place designated in a call as shall from time to time be determined by the Chairman resolution of the BoardBoard of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting be a legal holiday, then the Chief Executive Officer, meeting shall be held on the President, two or more Directors, or by one Director in the event that there next day which is only not a single director in office. Notice legal holiday. (c) The first meeting of the date, place, if any, and time of any special meeting each newly elected Board of Directors shall be given held immediately following the annual meeting of the stockholders for the election of officers and the transaction of such other business as may come before it. If such meeting is held at the place of the stockholders’ meeting, no notice thereof shall be required. (d) Special meetings of the Board of Directors shall be held whenever called by direction of the Chief Executive Officer or at the written request of any one director. (e) The Secretary shall give notice to each Director by the Secretary or by the Officer or one director of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a any special meeting of the Board of Directors by written notice, (i) delivered by hand, (ii) sent by telecopier, provided that a copy is mailed, postage prepaid, (iii) sent by Express Mail, Federal Express or other express delivery service, (iv) sent by telegram or (v) the mailing thereof by first-class mail, postage prepaid, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed, shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the director at his address for notices to such director as it appears on the records of the Corporation. Notice given by electronic transmission shall be effective as follows: (a) if by facsimile, when faxed to a number where the director has consented to receive notice; (b) if by electronic mail, when mailed electronically to an electronic mail address at which the director has consented to receive such notice; (c) if by posting on an electronic network together with a separate notice of such posting, upon the later to occur of (1) the posting or (2) the giving of separate notice of the posting; or (d) if by other form of electronic communication, when directed to the director in the manner consented to by the director. Notice provided by mailing shall be mailed least three (3) days before the meeting and notice by hand delivery, telegraphing, telexing, or other electronic transmission shall be given not later than twenty four (24) hours before the meeting; provided, however, that the three (3) day and twenty four (24) hour notice periods set forth above shall be increased to seven (7) days and five (5) days, respectively, with respect to any special meeting held outside of the United States. Unless required by law, such notice need not specify the purposes include a statement of the business to be transacted at, or the purpose of, any such meeting. Directors Any and all business may participate in meetings be transacted at any meeting of the Board of Directors Directors. No notice of any adjourned meeting need be given. No notice to or waiver by any committee thereof by means of conference telephone or other communications equipment by means of director shall be required with respect to any meeting at which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meetingdirector is present.

Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at least once each quarter on such date and at such place and time as determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. Special meetings of the Board of Directors may be held at any such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. Notice of each such meeting shall be mailed to each Director, addressed to such Director at his or her residence or usual place of business, at least one (1) business day before the date on which the meeting is to be held, or shall be sent to such Director at such place by telecopier or delivered personally or by telephone, not later than one (1) business day before the day on which such meeting is to be held. Each such notice shall state the time and place designated in a call by the Chairman of the Boardmeeting and, as may be required, the Chief Executive Officerpurposes thereof. Unless otherwise provided by law or this Agreement, the President, two or more Directors, or by one Director in the event that there is only presence of Directors constituting a single director in office. Notice majority of the date, place, if any, and time voting authority of any special meeting the whole Board of Directors shall be given necessary to each Director by constitute a quorum for the Secretary or by transaction of business. In the Officer or one absence of a quorum, a majority of the Directors calling present may adjourn the meetingmeeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Directors, a quorum being present, all matters shall be duly given to each Director decided by the affirmative vote of a majority of the voting authority of the Directors present, except as otherwise required by law or by this Agreement. (i) in person Any Director or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice any member of a meeting committee of the Board of Directors need who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not specify lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the purposes minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Directors may participate Such right to dissent shall not apply to any member who voted in meetings favor of such action. (ii) Members of the Board of Directors or and any committee thereof by means may participate in and act at any meeting of Directors or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means in the meeting pursuant to this Section 6.1(d) shall constitute presence in person at such the meeting. (iii) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all the Directors or members of the committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. (iv) If at any time any class of Directors is entitled to a greater or lesser number of votes per Director than any other class of Directors, then references in this Agreement to a majority or other proportion of Directors shall, unless this Agreement expressly states otherwise, refer to Directors having a majority or other proportion of the votes entitled to be cast by the Directors (or quorum thereof, as the context may require).

Meetings of the Board of Directors. Regular meetings Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New Jersey. Section 2. The first meeting of each newly elected Board of Directors shall be held at least once each quarter on such date time and place as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum of Directors shall be present, or the Board of Directors may convene at such place and time as determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice fixed by the consent in writing of all the determinationDirectors. Section 3. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. Special Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at any such time and at such place designated in a call as shall from time to time be determined by the Chairman Board of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Section 4. Notice of the date, place, if any, time and time place of any special meeting of Directors meetings shall be given to each Director by at that Director’s address as it is shown on the Secretary or by the Officer or one records of the Directors calling the meetingCorporation. Notice of such special meeting of the Board of Directors stating the place, date and hour of the meeting shall be duly given to each Director either (i) in person or by telephone at least 24 hours in advance of mail not less than three (3) days before the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance date of the meeting, or (iiiii) personally, by sending written telephone, facsimile, telecopy, telegram, telex or other similar means of communication on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Any oral notice given personally or by first-class mail telephone may be communicated either to such Director’s last known business the Director or home address to a person at least 72 hours in advance the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Notice need not be given to any other Director who signs a waiver of notice, whether before or after the meeting. Section 5. A notice or Attendance by a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need not specify be specified in the purposes notice or waiver of notice of such meeting. Section 6. A majority of the Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by statute or by the certificate of incorporation. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater or lesser number is required by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum shall be present. Section 7. Directors may participate in meetings Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at a meeting of the Board of Directors, or any committee thereof, shall be deemed to be the action of the Board of Directors or any of a committee thereof by means of conference telephone thereof, if all Directors or other communications equipment by means of which all persons participating in committee members, as the meeting can hear each othercase may be, execute either before or after the action is taken, a written consent thereto, and participation by such means shall constitute presence in person at such meetingthe consent is filed with the records of the Corporation.