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(b) A director, in a signed writing, may waive notice of <br />any meeting before or after the date and time stated in the notice. <br />Attendance by a director at a meeting shall constitute a waiver of <br />notice of such meeting, except where a director attends a meeting <br />for the express purpose of objecting to the transaction of any <br />business because the meeting is not lawfully called or convened and <br />does not vote for or assent to action taken at the meeting. <br /> <br /> Section 4. Quorum. Unless otherwise required by the Act, a <br />majority of the voting directors in office immediately before the <br />meeting shall constitute a quorum for the transaction of business <br />at any meeting of the Board of Directors. <br /> <br /> Section 5. Manner of Acting. <br /> <br /> (a) Except as otherwise provided by law, the Articles of <br />Incorporation or elsewhere in these Bylaws, the act of a majority <br />of the voting directors present at a meeting at which a quorum is <br />present shall be the act of the Board of Directors. <br /> <br /> (b) A voting director, who is present at a meeting of <br />the Board of Directors at which action on any corporate matter is <br />taken, shall be presumed to have assented to the action taken <br />unless such director's contrary vote is recorded or such director's <br />dissent is otherwise entered in the minutes of the meeting or <br />unless such director shall file a written dissent to such action <br />with the person acting as the presiding officer of the meeting <br />before the adjournment thereof. <br /> <br /> (c) The vote of a majority of the voting directors then <br />in office shall be required to adopt a resolution constituting an <br />Executive Committee or dissolving the Corporation. <br /> <br /> (d) Informal action of the Board of Directors shall <br />nevertheless constitute action of the Board if written consent to <br />such action shall be executed by all voting Directors, or if waiver <br />of notice of any meeting at which such action shall have been taken <br />is executed by all Directors (voting and non-voting) not in <br />attendance at such meeting. <br /> <br /> Section 6. Attendance by Telephone. Any one or more <br />directors or members of a committee may participate in a meeting of <br />the Board of Directors or committee by means of a conference <br />telephone or similar communications device which allows all persons <br />participating in the meeting to hear each other simultaneously, and <br />such participation in the meeting- shall be deemed presence in <br />person at such meeting. <br /> <br /> <br />