11. Notice of Meetings

11. Notice of Meetings of the Board; Adjournment

Regular meetings of the BOD may be held upon at least ten (10) days notice to all Board Members at such time and place as it shall from time to time determine. Special meetings of the BOD that may be called by the President or by the written request of a minimum of five (5) of its Members, shall be held upon at least three (3) days notice to each Board Member. Notice shall be furnished in writing delivered either personally or by facsimile telecommunication.  When notice is given by first class mail, electronic mail or facsimile, notice shall be deemed to have been given on the date of the mailing or transmission.  Any notice by electronic mail or facsimile shall not be deemed to have been given if (1) the Corporation is unable to deliver two consecutive notices to the director by electronic mail or facsimile;  or (2) the Corporation otherwise becomes aware that notice cannot be delivered to the director by electronic mail or facsimile telecommunication.  Notice of a meeting need not be given to any Board Member who submits a waiver of notice whether before or after the meeting, or who attends the meeting without protesting the failure of notice prior to or at the call to order. Such waiver of notice may be written or electronic.

A majority of the BOD present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Board Members who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Board Members.