H. ARTICLE 7: MEETINGS OF THE BOARD OF TRUSTEES
1. Meetings: Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:
(a) Each trustee participating in the meeting can communicate concurrently with all other trustees.
(b) Each trustee is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to a specific action to be taken by the corporation.
(c) The Board has adopted and implemented a means of verifying both of the following:
(i) A person participating in the meeting is a trustee or other person entitled to participate in the Board meeting.
(ii) All actions of, or votes by, the Board are taken or cast only by the trustees and not by persons who are not trustees.
2. Regular Meetings: Regular meetings of the Board of Trustees shall be held at least once a year.
3. Special Meetings: Special meetings of the Board of Trustees for any purpose may be called at any time by the President or any Vice President, the Secretary or any two Trustees. Special meetings shall be held at the date, place, and time stated in the written notice.
4. Notice of Meetings: Written notice of any regular or special meeting of the Board of Trustees shall be given to each Trustee at least thirty (30) days before any such meeting. The notice shall be delivered by the fastest and most reliable means available at the time.
5. Waiver of Notice: The transactions of any meeting of the Board of Trustees, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and either before or after the meeting, each of the Trustees not present signs a written waiver of notice, a consent to holding meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
6. Quorum of the Board: A majority of the Trustees in office shall constitute a quorum. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except as otherwise provided in these Bylaws. Trustees may not vote by proxy. A meeting at which a quorum is initially present may continue to transact business not withstanding the withdrawal of Trustees, if any action present is approved by a majority of the quorum required for such meeting.
7. Board Action Without Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Trustees.
