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the members of the Board . The purpose of any Special Meeting must be specified in the notice of the meeting , and no other business may be conducted at the Meeting . Section 4 . 5. NOTICE. Notice of each meeting shall be given to each Director not later than forty-eight (48 ) hours before the meeting by United States mail , hand delivery , fax , telephone , or email ; however , no notice need be given of those meetings whose times and places were fixed at the Annual Meeting . Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting , or who attends the meeting without protesting , at its commencement or prior thereto , the lack of notice to such Director . Section 4 . 6. QUORUM . At all meetings of the Board a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business . The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Board . If less than a majority of the members of the Board are present at such meeting , a majority of those members present may adjourn the meeting without further notice , until a quorum shall be present . A member shall be considered to be present at any meeting which the member attends either in person or by telephone provided that each member can hear each other member . Section 4 . 7 . FORMAL ACTION BY BOARD . The act of the majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board , unless the act of a greater number is required by statute , the Articles of Incorporation or these Bylaws . Section 4 . 8 . RESIGNATIONS AND REMOVAL . Any member of the Board may resign from the Board at any time by giving written notice to the Chairman , President or the Secretary and , unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective . Any Director may be removed from office at any time by an affirmative vote of at least three quarters (3/4) of the voting members of the Board , in the Board ' s sole discretion , without assigning any cause . Any Independent Director may be removed by vote of a majority of the Board of Trustees of the District but only if such Director repeatedly acts in a manner inconsistent with the public purpose for which the District was created . Conduct which is contrary to this standard shall be deemed to be repeated if it re-occurs after the Board of Trustees of the District adopts a Resolution identifying the offending individual and the conduct complained of and delivers a copy thereof to the Chairman of the Board . Section 4 .9 . VACANCIES . Any vacancy occurring in the membership of Board-elected Independent Directors shall be filled by the Board from a list of nominees presented by the Nominating Committee . The number of nominees presented shall equal the number of vacancies to be filled by the Board . A vacancy created by the resignation or removal of the President shall be filled by the Board . Other vacancies shall be filled by the District or the Active Medical Staff, depending on the particular vacancy . An Independent Director elected to fill a vacancy shall be elected for the unexpired term of such Director' s predecessor in office . In no event , however, shall an individual who has been removed from the Board by 6