AG 1998 11 16 - Laserfiche WebLink

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office with or without cause by a vote of two-thirds (2/3rds) or more of the members of the Board of Directors present at a meeting at which a quorum is present. ~f any director is removed, a new director may be elected in the same manner as the removed director to fulfill any unexpired term of the director so removed. Section 5. Conflicts of Interest. Directors of the Corporation shall exercise the utmost good faith in all transactions touching upon their duties to the Corporation and its property. In their dealing with and on behalf of the Corporation, they are held to a strict rule of honesty and fair dealing between themselves and the Corporation. They shall not use their positions as directors, or knowledge gained therefrom, so that a conflict might arise between the ~Corporation's interest and that of any individual director. Section 6. Confidentiality. Members of the Board of Directors shall hold confidential information in the strictest confidence, and except as may from time to time be otherwise authorized, the paid President shall serve as the spokesman for the Corporation. Section 7. Participation. Voting Board Members shall be expected to attend at least 75% of all meetings of the Board. ARTICLE IV MEETINGS OF THE BOARD OF DIRECTORS Section 1. Regular Meetings. A regular meeting of the Board of Directors shall be held annually as shall be determined, from time to time} by the Board of Directors by resolution, or in the absence thereof, as called by the Chairman or any three (3) directors. The regular meeting shall be the annual meeting at which the officers shall be elected. Section 2. S~ecial Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, or any three (3) directors~ Section 3. Notice of Meetinqs. (a) The Secretary or person or persons calling a meeting shall give, or cause to be given, notice thereof to each director either personally, by telephone, by facsimile, by mail or private carrier or by any other means permitted by law. If given by mail, notice shall be mailed at least ten (10) days prior to the date of a meeting. Any other means of notice providing instantaneous notification may be given one day prior to a meeting. Such notice shall specify the business to be transacted at, or the purpose of, the meeting that is called.