03-24-1999 Council Agenda - Laserfiche WebLink

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been elected and shall qualify, or until he or she shall resign or shall have been removed as hereinafter provided. Section 3.03. Board Meetings; Place and Notice. Meetings of the Board of Directors may be held from time to time at any place within or without the State of Minnesota that the Board of Directors may designate. In the absence of designation by the Board of Directors, Board meetings shall be held at the principal executive office of the corporation, except as may be otherwise unanimously agreed orally or in writing or by attendance. The Chairman of the Board, the President, or directors comprising at least one third of the number of directors then in office may call a Board meeting by giving five (5) days notice if by mail or two (2) days notice if by telephone, telex, telegram or in person, to all directors of the day or date and time of the meeting. The notice need not state the purpose of the meeting. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous meeting, no notice is required. Section 3.04. Action Without Meeting. An action required or permitted to be taken at a Board meeting may be taken without a meeting and without notice by written action signed by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors were present. Any such written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action. Section 3.05. 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, orally or by attendance. Section 3.06. Quorum. A majority of the directors currently holding office is a quorum for the transaction of business. 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 withdrawal of directors originally present leaves less than the proportion or number otherwise required for a quorum. Section 3.07. Vacancies. Vacancies on the Board resulting from the death, resignation or removal of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum Each director elected under this Section to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next regular orspecial meeting of the shareholders. Section 3.08. Removal. The shareholders may remove one or more directors with or without cause at an annual or a special meeting of the shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of a director. Doc# 1025812u Pane 105