cause if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not
authorized, a director may be removed for cause only if the number of votes
cast to remove him or her exceeds the number of votes cast not to remove him or
(B) GENERAL. A director may be removed for cause by the
shareholders only at a meeting called for the purpose of removing him or her,
and the meeting notice must state that the purpose, or one (1) of the purposes,
of the meeting is removal of directors for cause.
3.11 ELECTRONIC COMMUNICATION.
Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or any such
committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.
3.12 CHAIRMAN OF THE BOARD.
The Chairman of the Board shall be appointed from time to time by the
Board of Directors and shall preside at all meetings of the Board of Directors
and of the shareholders of the Corporation.
Unless the Charter otherwise provides, the Board of Directors may
create one (1) or more committees, each consisting of one (1) or more members.
All members of committees of the Board of Directors which exercise powers of
the Board of Directors must be members of the Board of Directors and serve at
the pleasure of the Board of Directors.