Section IV.8 Removal . A director may be removed from office with or without cause by the vote of two-thirds (2/3) of the other directors present at a meeting at which a quorum of directors is present. An action to remove a director must be taken at a meeting of the Board of Directors, notwithstanding Section 5.8 of these Bylaws.Section IV.9 Vacancies . If a vacancy occurs in the Board of Directors from any cause,including an increase in the number of directors, an interim director may be elected by a majorityof the Board of Directors then in office, even though less than a quorum. An interim director shall serve until a successor is elected upon expiration of the term of office for that director.Section IV.10 Voting Rights . Each director shall be entitled to one vote on all matterscoming before the Board. There shall be voting by proxy.
Meetings of DirectorsSection V.1 Annual Meetings . The annual meeting of the Board of Directors shall beheld during the month of April, at such time and place as the Board of Directors or Presidentmay determine, for the purpose of selecting new directors, officers, and for transacting suchother business as may come before the meeting. In the event of failure, through oversight or otherwise, to hold the annual meeting of the Board of Directors in the month herein provided for,the annual meeting may be held at a later date.Section V.2 Regular Meetings . Regular meetings of the Board of Directors shall beheld at such times and places as shall be designated by the Board of Directors; provided,however, that the Board of Directors shall meet a least three (3) times per year. Notice of regular meetings shall be sent in accordance with Section 5.5.Section V.3 Special Meetings . Special meetings of the Board of Directors may be heldat any time and place for any purpose or purposes, unless otherwise prescribed by the Act, oncall of the President of the Corporation or any two (2) directors.Section V.4 Meetings by Telephone or Other Communication Technology .(a)Any or all directors may participate in a regular or special meeting or in acommittee meeting of the Board of Directors by, or conduct the meetingthrough the use of, telephone or any other means of communication bywhich either: (i) all participating directors may simultaneously hear eachother during the meeting, or (ii) all communication during the meeting isimmediately transmitted to each participating director and each participating director is able to immediately send messages to all other participating directors.(b)If a meeting will be conducted through the use of any means described insubsection (a), all participating directors shall be informed that a meetingis taking place at which official business may be transacted. A director participating in a meeting by any means described in subsection (a) isdeemed to be present in person at the meeting. If requested by any