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by these Bylaws . 'Meetings of the Board of Directors shall be open to the public , provided that <br /> upon a two - thirds (21 / 3 ) vote of the Directors in attendance , the Directors may meet in a closed <br /> session . <br /> Section 9 - Vacancies <br /> Any vacancy occurring in the Board of Directors , including any vacancy created by an <br /> increase in the number of Directors , may be filled by the affirmative vote of a majority of the <br /> remaining Directors though less than a quorum of the Board of Directors . A Director elected to <br /> fill a vacancy shall hold office for the unexpired term of his predecessor in office . <br /> Section 10 - Compensation <br /> Directors as such will not receive any stated salaries for their services , but by resolution <br /> of the Board of Directors , a fixed sum and expenses of attendance , if any , may be allowed for <br /> attendance at each regular or special meetings of the Board ; but nothing herein contained will be <br /> construed to preclude any Director from serving the corporation in any other capacity and <br /> receiving compensation therefor . <br /> Section 11 - Informal Action by Directors <br /> Any action required to be taken at a meeting of Directors of the corporation , or any action <br /> which may be taken at a meeting of the Directors , may be taken without a meeting if a consent in <br /> writing , setting forth the actions so to be taken , is signed by all of the Directors . <br /> Section 12 - Termination of Director _ <br /> The Board of Directors , by a simple majority vote , may suspend or expel a Director for <br /> cause after an appropriate hearing at any properly called meeting , provided that such Director is <br /> informed of the basis of the complaint against him or her in writing at least seven ( 7) days prior <br /> to the meeting , and is given an opportunity at the meeting to respond to the allegations prior to the <br /> vote of the Board of Directors . <br /> - 8 - <br />