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4 . 2 Annual Meeting and Notice. The annual meeting of the Board of Directors shall be held at such place as the Board of Directors shall determine on such day and at such places as the Board of Directors shall designate . Unless waived as contemplated in Section 5 . 2 , notice of the time and place of such annual meeting shall be given by the secretary either personally or by telephone or by mail or by telegram not less than ten ( 10 ) nor more than fifty ( 50 ) days before such annual meeting. 4 . 3 Regular Meetings and Notice. Regular meetings of the Board of Directors shall be held from time to time between annual meetings at such times and at such places as the Board of Directors may prescribe . Notice of the time and place of each such regular meeting shall be given by the secretary either personally or by telephone or by mail or by telegram not less than seven ( 7) nor more that thirty ( 30 ) days before such regular meeting. 4 . 4 Special Meetings and Notice. Special meetings of the Board of Directors may be called by or at the request of the chair or the president or by any two (2 ) of the directors in office at that time . Notice of the time , place and purpose of any special meeting of the Board of Directors shall be given by the secretary either personally or by telephone or by mail or by telegram at least twenty-four (24 ) hours before such meeting. 4 . 5 Waiver. Attendance by a director at a meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. (See also Article Five , Notice and Waiver. ) 4 . 6 Quorum . At meetings of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business . 4 . 7 Vote Required for action . Except as otherwise provided in these bylaws or by law, the act of a majority of directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors . Adoption , amendment and repeal of a bylaw are provided for in Article Twelve ( 12 ) of these bylaws . Vacancies in the Board of Directors may be filled as provided in Section 3 . 6 of these bylaws . 4 . 8 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by all the members of the Board of Directors . Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall be placed in the minute book . 4 . 9 Telephone and Similar Meetings. Directors may participate in and hold a meeting 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 such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business of the group that the meeting is not lawfully called or convened. ReviRed anti annroved by the State Board of Directnr.Q 12 /g /M.