Section 4.1 Place of Meetings
Meetings of the Board of Directors may be held at any place within or without the State of Missouri as may be determined from time to time by resolution of the Board of Directors or by written consent of the members of the Board of Directors.
Section 4.2 Annual Meetings
An annual meeting of the Board of Directors shall be held each year on such date as may be determined from time to time by resolution of the Board of Directors or by written consent of the members of the Board of Directors. Notice of an annual meeting shall be given and effective to each Director not less than five days before the date of the annual meeting.
Section 4.3 Regular Meetings
In addition to the annual meeting, the Board of Directors may hold regular meetings at such time and place as may be determined from time to time by resolution of the Board of Directors. Notice of a regular meeting need not be given. Any business may be transacted at a regular meeting.
Section 4.4 Special Meetings
Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or by at least 20 percent of the Directors to be held at any time and for any purpose or purposes. Special meetings shall be held at the principal office of the Corporation or at such place or places, within or without the State of Missouri, as the Board of Directors shall have determined.
Section 4.5 Notice of Meetings
- Notice of each special meeting of the Board of Directors, stating the place, day and hour of the meeting and the purpose or purposes thereof, shall be given to and effective as to each Director at least two days before the day on which the meeting is to be held.
- Whenever notice is required to be given to a Director, such notice shall be provided by the officer or Directors calling the meeting and shall be mailed, sent by facsimile or personally delivered to such Director. Such notice shall be deemed given and effective on the date determined in accordance with Article VIII of these Bylaws.
- “Notice” and “call” with respect to meetings of the Board of Directors shall be deemed to be synonymous.
Section 4.6 Waiver of Notice
A Director may at any time waive any notice required by law, the Articles of Incorporation or these Bylaws. Such waiver must be in writing, signed by the Director entitled to notice and filed with the minutes or the corporate records. A Director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with law, the Articles of Incorporation or these Bylaws, objects to lack of notice and does not vote for or assent to the objected to action.
Section 4.7 Quorum
Unless otherwise required by law or provided elsewhere in these Bylaws, the presence of a majority of the Directors in office immediately before a meeting begins shall be requisite for and shall constitute a quorum for the transaction of business at all meetings; provided, however, that in no event shall fewer than two Directors constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present shall be valid as the act of the Board of Directors except in those specific instances in which a larger vote may be required by law, by the Articles of Incorporation or by these Bylaws.
Section 4.8 Adjournment
If the quorum specified above shall not be present at any such meeting, but at least one-third (1/3) of the Directors in office are present, the Directors present shall have power successively to adjourn the meeting, and to act as a quorum for such limited purpose, without notice other than announcement at the meeting, to a specified date. At any such adjourned meeting at which a quorum shall be present, any business may be transacted that could have been transacted at the original session of the meeting.
Section 4.9 Voting
Each Director present at any meeting shall be entitled to cast one vote on each matter coming before such meeting for decision.
Section 4.10 Meetings by Conference Telephone or Similar Communications Equipment
Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at the meeting.
Section 4.11 Action Without a Meeting
Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if one or more written consents describing the action so taken are signed by all members of the Board of Directors. The consents shall have the same force and effect as a vote at a meeting duly held and may be described as such in any document. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors. Notwithstanding any provision of these Bylaws to the contrary, counterparts of any such consents may, to the fullest extent permitted by applicable law, be delivered by email, facsimile, pdf, or other electronic means to the Secretary or the Corporation and such delivery shall be deemed made and effective at the time transmitted, provided that the Director delivering a consent in such manner does not receive any message in response to such transmission indicating that such email or other electronic transmission was not deliverable.