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electronic means, or sent by first-class United States mail or delivered by charges prepaid by a reputable overnight carrier that provides a receipt(such as Federal Express or Express Mail) of written communication, charges prepaid, addressed to each director at the address for that director as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four(4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means of written communication, it shall be delivered or communicated at least forty-eight(48)hours before the time of the holding of the meeting of the Board of Directors. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate the notice to the director. The notice need not specify the purpose of the meeting of the Board of Directors nor the place if the meeting is to be held at the Principal Executive Office. Section 9. QUORUM. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn which is controlled by Section 11 of this ARTICLE. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the Approval of the Shareholders or Approval Of the Outstanding Shares called for by Section 310 of the General Corporation Law (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of the General Corporation Law(as to appointment of committees), and Section 317(e) of the General Corporation Law (as to indemnification of directors) and any other provision of the General Corporation Law, the Articles of Incorporation or these Bylaws. A meeting of the Board of Directors at which a quorum is present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting of the Board of Directors. Section 10. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting of the Board of Directors. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting of the Board of Directors. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement,the lack of notice to that director. Section 11. ADJOURNMENT. A majority of the directors present,whether or not constituting a quorum,may adjourn any meeting of the Board of Directors to another time and place. Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting of the Board of Directors need not be given, unless the meeting of the Board of Directors is adjourned for more then twenty-four(24)hours, in which case notice of the time and place shall be given before the time of the adjourned meeting of the Board of Directors, in the manner specified in Section 8 of this ARTICLE III,to the directors who were not present at the time of adjournment. Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting of the Board of Directors, if all members of the Board of Directors shall individually or collectively consent in writing to that action. Such action by -9-