ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular Meetings. All meetings of the Board of Directors may be held with notice at such date, time, and place as the Board of Directors may determine and fix by resolution.

Section 2. Special Meetings. The Chairperson or any two or more Directors may call a special meeting.

Section 3. Quorum. A majority of the Board of Directors shall constitute a quorum. No business or resolutions may be enacted or passed without a quorum present. No proxies, written or otherwise, are valid for quorum or voting purposes.

Section 4. Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these by-laws.

Section 5. Presence at Board Meetings. Members of the Board of Directors may participate in Board meetings by teleconference or other electronic means, and such participation shall count towards a quorum.