ARTICLE III – BOARD OF DIRECTORS
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Section 3.01 Powers.
Except as otherwise provided by the Certificate of Incorporation or the General Corporation Law of the State of Delaware (the “General Corporation Law”), the business and affairs of the Corporation shall be managed by or under the direction of the Board.
Section 3.02 Number and Term of Office.
(a) The number of directors constituting the entire Board shall be determined in the manner provided in the Certificate of Incorporation. No decrease in the number of directors shall shorten the term of any incumbent director. As used in this Article III, the term “entire Board” means the total number of directors entitled to vote which the Corporation would have if there were no vacancies or unfilled newly created directorships.
(b) Each director shall be elected at the annual meeting of Members to serve for a term of one year and until his or her successors has been duly elected and qualified, or until his or her earlier death, resignation or removal.
Section 3.03 Vacancies and Newly-Created Directorships.
Vacancies occurring for any reason, whether by death, resignation removal or removal of a director or otherwise, and newly-created directorships resulting from any increase in the authorized number of directors shall be filled in the manner provided in the Certificate of Incorporation. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of Members and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.
Section 3.05 Resignations.
A director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. A resignation shall be effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.
Section 3.06 Quorum; Action of the Board.
Unless a greater proportion is required by law or by the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the Certificate of Incorporation or these Bylaws, the vote of a majority of the directors present at any meeting of the Board at which a quorum is present shall be the act of the Board.
Section 3.07 Meetings of the Board.
An annual meeting of the Board shall be held each year immediately following the annual meeting of Members for the purpose of organization and for the transaction of such other business as may properly come before the meeting. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the Chair, if any, or any two directors. Meetings of the Board may be held at such places within or without the State of Delaware as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings.
Section 3.08 Action by Consent in Lieu of a Meeting; Meetings by Conference Telephone.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee of the Board may be taken without a meeting if all members of the Board or committee, as applicable, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee, as applicable.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any one or more members of the Board or any committee of the Board may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.