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<br />Notwithstanding the above, for purposes of providing for staggered terms of the Directors <br />and to provide continuity on the Board, the initial appointed or elected Directors following the <br />adoption of these amended Bylaws shall serve the initial following terms: <br /> <br />1. <br />2. <br />3. <br />4. <br />5. <br />6. <br />7. <br /> <br />One director appointed by the Cass County Commissioners - 1 year term; <br />One director appointed by the Cass County Commissioners - 3 year term; <br />One director appointed by the Fargo City Commissioners - 2 year term; <br />One director appointed by the West Fargo City Commissioners - 3 year term; <br />One director appointed by the F-CCEDC - 1 year term; <br />One director appointed by the F-CCEDC - 2 year term; <br />One director appointed by the F-CCEDC - 3 year term; <br /> <br />Section 4. ANNUAL MEETING. The annual meeting of the Board of Directors shall <br />be held once a year. The Chairman may designate a regular meeting to act as the annual <br />meeting. <br /> <br />Section 5. REGULAR MEETINGS. The Board of Directors may provide, by <br />resolution, the time and place, either within or without the State of North Dakota, for the holding of <br />regular meetings without other notice than such resolution. <br /> <br />Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may <br />be called by or at the request of the Chairman or any two Directors. The special meeting shall be <br />held at a place designated in the notice in Fargo, North Dakota. <br /> <br />Section 7. NOTICE. Notice of any special meeting shall be given at least five (5) <br />days previously thereto by written notice delivered personally or mailed to each Director at their <br />business address, or by notice given at least two days prior thereto by facsimile or electronic mail. <br />If mailed, such notice shall be deemed to be delivered when deposited in the United States mail <br />so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The <br />attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except <br />where a Director attends a meeting for the express purpose of objecting to the transaction of any <br />business because the meeting is not lawfully called or convened. Neither the business to be <br />transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be <br />specified in the notice of such meeting. <br /> <br />Section 8. QUORUM. A majority of the Directors shall constitute a quorum for the <br />transaction of business at any meeting of the Board of Directors. If a quorum shall not be present <br />at any meeting of the Board of Directors, a majority of the Directors present may adjourn the <br />meeting from time to time without further notice. <br /> <br />Section 9. MANNER OF ACTING. The act of the majority of the Directors present <br />at a meeting at which a quorum is present shall be the act of the Board of Directors. <br /> <br />Section 10. COMMITTEES. The Board of Directors may appoint such committees <br />and delegate to such committees such powers and responsibilities as it may from time to time <br />deem appropriate. <br /> <br />Section 11. ELECTRONIC COMMUNICATION. A conference among Directors by any <br />means of communication through which the Directors may simultaneously hear each other during the <br />conference constitutes a Board meeting, if the same notice is given of the conference as would be <br />required for a meeting, and if the number of Directors participating in the conference would be <br />sufficient to constitute a quorum at a meeting. A Director may participate in a Board meeting not <br />described in the immediately preceding sentence by any means of communication through which the <br />Director, other Directors so participating and all Directors physically present at the meeting may <br />simultaneously hear each other during the meeting. Participation in a meeting by any means <br />referred to in this Section 3.09 constitutes presence in person at the meeting. <br />