5.3. ERMUSR 05-11-2004 - Laserfiche WebLink

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incurred by them in the performance of their duties as directors. Neither this Section nor such resolution shall preclude any director from serving the Corporation in any other capacity and receiving proper compensation therefor. 3.8 Regular Meetings. Regular meetings of the Board of Directors shall be held at least one(1)time per year, as called by the President. One (1) regular meeting each year shall be designated the annual meeting of the Board, at which meeting the Board shall elect officers and shall vote to elect directors to succeed those directors whose terms are expiring or have expired. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail, telephone or by facsimile transmission, at least five (5) days prior to the day named for such meeting. Notices of regular meetings need not state the purposes thereof. 3.9 Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two (2) directors on five (5) days notice to each director, given personally or by mail, telephone, or facsimile transmission, which notice shall state the date, time, place and purpose of the meeting. 3.10 Waiver of Notice. Directors may waive notice of any meeting of the Board before, at, or after the meeting, in writing, or by attendance. Attendance at a meeting by a director shall constitute a waiver of notice of such meeting, unless such director objects at the beginning of the meeting to the transaction of business because the meeting is not validly held and does not participate thereafter in the meeting. 3.11 Quorum. At all meetings of the Board of Directors, a majority of the directors currently holding office shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except where a larger number is required by law, the Articles of Incorporation, or these Bylaws. If, at any meeting of the Board of Directors there is less than a quorum present, the majority of the directors present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a director or directors originally present leaves less than the number otherwise required for a quorum. 3.12 Telephone Conference or Interactive Video Meetings. A telephone conference call or interactive video conference, or other conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference, shall constitute a meeting of the Board of Directors, provided that any notice requirements for a meeting are met and that the number of directors participating in the conference are sufficient to constitute a quorum at a meeting. Participation in such conference shall constitute presence in person at the meeting. 3.13 Written Action in Lieu of a Meeting. Provided that all directors are notified of the text of the proposed written action prior to the signing by any of the directors, any action may be taken by the Board of Directors or any committee thereof without a meeting, by written action of •