6.0. EDSR 06-10-2002 - Laserfiche WebLink

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010 The initial board of directors shall be appointed by written action by the incorporator and shall serve until the first annual meeting of the corporation. Two of the director positions shall be designated as "Class A" director positions to be filled by the vote of the Class A members. Two of the director positions shall be designated as "Class B" director positions to be filled by the vote of the Class B members. Two of the director positions shall be designated as "Class C" director positions to be filled by the vote of the Class C members. At each annual meeting of the corporation, if a Class A, Class B or Class C director position is vacant or the term of the present occupant is expiring, the appropriate class of members shall assemble to propose and consider nominees, who may but need not be associated with members of the corporation, and to vote to fill each such designated director position. The votes cast by members shall be weighted proportionally to the total deposits made by such member to the loan fund maintained in the escrow account described in Section 2.01 of these Articles, each$1,000 on deposit by the member (fractions thereof shall be disregarded) shall be equal to 1 vote, and the candidate receiving the greatest number of votes representing the greatest aggregate deposits from the appropriate class of members shall be deemed elected. The remaining director positions, which have not been designated as Class A, Class B or Class C director positions, shall be at-large positions filled by the affirmative vote of a majority of the remaining directors present at a meeting of the board. Each of the directors shall hold office for a term of three (3) years, except that, of the first board elected at an annual meeting under these bylaws, up to one-third of those elected shall hold office for a term of two (2) years and up to one-third of those elected shall hold office for a term of one (1) year. Election of additional directors or of replacements for directors whose terms are expiring each year shall take place at the annual meeting of the board in such year, and each director shall hold office until a successor shall have been elected and shall qualify, or until the earlier death, resignation or removal of such director. Section 3.03 Board Meetings; Place and Notice. Meetings of the board of directors may be held from time to time at any place that the board of directors may designate. A meeting of the board and the members shall be held at least annually. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a meeting of the board of directors if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting, and if the same notice is given of the conference as would be required for a meeting. The chair may call a board meeting by giving not less than five (5) nor more than thirty (30) days notice to all directors of the date and time of the meeting. The notice of a meeting need not state the purpose of the meeting. Notice shall be written and may be given by mail or in person. If a meeting schedule is adopted by the board, or if the date of a board meeting has been announced at a previous meeting, no notice is required. Section 3.04 Waiver of Notice. A director may waive notice of a meeting of the board. A waiver of notice by a director is effective whether given before, at or after the meeting and whether given in writing or by attendance, whether in person or by electronic means. Section 3.05 Quorum. A simple majority of the directors currently holding office is a quorum for the transaction of business. If a quorum is present when a duly called meeting is convened, the directors in attendance may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the number otherwise • required for a quorum. 3