Directors and members of any committee created by the Board of
Directors shall be entitled to such reasonable compensation for their services
as directors and members of such committee as shall be fixed from time to time
by the Board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board or of any such committee
meetings. Any director receiving such compensation shall not be barred from
serving the Corporation in any other capacity and receiving reasonable
compensation for such other services.
A director may resign at any time by delivering written notice to the
Board of Directors, the Chairman, President, or Chief Executive Officer, or to
the Corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date.
Unless the Charter otherwise provides, if a vacancy occurs on the
Board of Directors, including a vacancy resulting from an increase in the
number of directors or a vacancy resulting from the removal of a director with
or without cause, either the shareholders or the Board of Directors may fill
such vacancy. If the vacancy is filled by the shareholders, it shall be filled
by a plurality of the votes cast at a meeting at which a quorum is present. If
the directors remaining in office constitute fewer than a quorum of the Board
of Directors, they may fill such vacancy by the affirmative vote of a majority
of all the directors remaining in office. If the vacant office was held by a
director elected by a voting group of shareholders, only the holders of shares
of that voting group shall be entitled to vote to fill the vacancy if it is
filled by the shareholders.
3.10 REMOVAL OF DIRECTORS.
(A) BY SHAREHOLDERS. The shareholders may remove one (1)
or more directors solely for cause as defined in the Charter. If cumulative
voting is authorized, a director may not be removed for