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J y BYLAWS - HOMELESS ASSISTANCE CENTER , INC February, 2003 4.5 REGULAR MEETINGS Regular Meetings of the Board of Directors shall be held monthly at a day, time and place designated by an action of the -board. The -location ofthese Meetings shall be at the Corporation's Administrative offices, unless the Board of Directors determines another location. Regular Meetings shall be held with formal notice . 4.6 SPECIAL MEETINGS AND TELEPHONE USAGE Special Meetings of the Board of Directors may be called at any time by the Board President. or by any three (3 ) voting directors, at such time and place and for such specific purposes as shall be stated in the call thereof. Notice of Special Meetings (including the date, time, place and purpose) shall be given by the director(s) calling such meeting no less than twenty-four [24] hours prior to the date on which the meeting is to be held . Such notice shall be given by facsimile, delivered personally or by telephone . Board directors may participate in all meetings and be considered present via speaker telephone or conference call arrangements for a telephone meeting, when the board determines use of the telephone is necessary . Notice is waived by attendance at a meeting . 4.7 RESIGNATIONS -OF DIRECTORS Any Director may resign at any time either by oral tender of resignation at any Board of Directors meeting or by -written notice thereof given to the Corporation's President or Secretary . Any such resignation shall take effect at the time specified in the notice of resignation; unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective . 4.8 REMOVAL OF DIRECTORS Any Director may be removed at any time, with or without cause, by a majority vote of the full board at a Regular or Special Meeting of the Board of Directors . Any Director who accrues three (3 ) consecutive absences without excuse may be removed .by .a majority vote .of the fall .baarj .. 4. 9 FILLING OF VACANCIES OF DIRECTORS In the case of any increase in the number of Directors or of any vacancy caused by death, resignation or removal , the additional Directors) shall be elected by majority vote at the next or any Regular Meeting or at a Special Meeting called for that purpose. The term of any Director elected to fill any such vacancy shall continue until the next Annual Meeting of the Corporation . Such term shall not be included in the calculation of the maximum of six (6) consecutive terms as Director as set forth in Section 4 . 4 , supra. 4. 14 ELECTIONS AT ANNUAL .MEETINGS Directors shall be elected by a majority vote of the voting directors present at each Annual Meeting. Directors shall be nominated by -the Nominating Committee, -or -by -petition often percent ( 10%) of the Corporation's directors which petition shall be filed with the Board of Directors at least one ( 1 ) month prior to the date of the Annual Meeting. Directors shall take office on July 1 after election . 4. 11 BOARD ACTION WITHOUT MEETING The Corporation President may, at any time, instruct the Corporate Secretary to secure a vote by telephone .poll of the Board of Directors, with the subject of the poll to be written out and read verbatim to each Director. The resulting vote shall be presented and recorded as the first order of .business .at .the .next Regular .Meetingof .the Board .of .-Directors . 4. 12 ,C IQWENSATION Directors shall not receive any compensation for serving as Directors, except they may receive reimbursement for reasonable expenses incurred by them in the performance of their duties, as A 4