(B) SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman, the President, Chief Executive
Officer, or one-third of the entire Board of Directors. Unless the Charter
otherwise provides, special meetings must be preceded by at least twenty-four
(24) hours' notice of the date, time, and place of the meeting but need not
describe the purpose of such meeting. Such notice shall comply with the
requirements of Article XI of these Bylaws.
(C) ADJOURNED MEETINGS. Notice of an adjourned meeting
need not be given if the time and place to which the meeting is adjourned are
fixed at the meeting at which the adjournment is taken, and if the period of
adjournment does not exceed one (1) month in any one (1) adjournment.
(D) WAIVER OF NOTICE. A director may waive any required
notice before or after the date and time stated in the notice. Except as
provided in the next sentence, the waiver must be in writing, signed by the
director, and filed with the minutes or corporate records. A director's
attendance at or participation in a meeting waives any required notice to him
or her of such meeting unless the director at the beginning of the meeting (or
promptly upon his arrival) objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting.
Unless the Charter requires a greater number, a quorum of the Board of
Directors consists of a majority of the fixed number of directors if the
Corporation has a fixed board size or a majority of the number of directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, if the Corporation has a variable range board.