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<br />(t) Minutes shall be taken in accordance \vith section 10.03. <br /> <br />(g) A Board of Directors meeting will not be valid unless there IS strict <br />compliance with the above procedure. <br /> <br />Section 5.06. <br /> <br />QUORUM. <br /> <br />A m~ority of the number of Directors shall constitute a quorum for the transaction <br />of business, except to adjourn. Tendered proxy votes do not count towards establishing a <br />quorum. Every act or decision done or made by a majority of the Directors present at a <br />meeting duly held at \vhich a quorum is present shall be regarded as the act of the Board, <br />subject to the provisions of the California Nonprofit Corporation Law as to: <br /> <br />(1) Approval of contracts or transactions in which a Director has a direct or <br />indirect material financial interest; <br /> <br />(2) Approval of certain transactions between corporations having common <br />directorships; <br /> <br />(3) Creation of an appointments to committees of the Board; and <br /> <br />(4) Indemnification of Directors. <br /> <br />A meeting at which a quorum is initially present may continue to transact business, <br />notwithstanding a withdrawal of Directors, if any action taken is approved by at least a <br />majority of the required quorum for that meeting. <br /> <br />Section 5.07. <br /> <br />ADJOURNMENT FOR LACK OF QUORt)M. <br /> <br />In the absence of a quorum, any meeting of the Board of Directors may be adjourned <br />to another time and place by the vote of a majority of the Directors, but no other business <br />may be transacted except as provided in Section 5.06 of these Bylaws. If the meeting is <br />adjourned for more than 24 hours, notice of any adjournment to another time or place shall <br />be given prior to the time of the adjourned meeting to the Directors who were not present at <br />the time of the adjournment. <br /> <br />Section 5.08. <br /> <br />ATTENDANCE. <br /> <br />A Director shall attend all meetings of the Board unless his absence is reasonably <br />justified and he has been excused by the Chaim1an or Vice-Chainl1an prior to the meeting. <br />Attendance. in any event. shall be sufficient to insure orientation, active participation. and <br />involvement in the governing of the Corporation, A Director \vhom has fifty percent (50%) <br />unexcused absences from regular meetings during any year may be removed as a Director. <br /> <br />Section 5.09. <br /> <br />ACTION \\TfHOUT A I'v'fEETING. <br /> <br />I I !\ilay 17,2003Final <br />