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Section 4.6. Vacancies on the Board of Directors. A vacancy shall be deemed to exist in the event that the actual number of Directors is less than the authorized number for any reason. Section 4.7. Removal of Directors. The Board may remove any Director with or without cause. Absence of a Director from three or more consecutive board meetings shall constitute cause for removal. Section 4.8. Resignations of Directors. Except as provided below, any Director may resign by giving written notice to the president or secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the board of directors of Eden shall appoint a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no Director may resign if the corporation would be left without a duly elected Director or Directors. Section 4.9. Filling Vacancies. Vacancies shall be filled by the board of directors of Eden. Section 4.10. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires. Section 4.11. Meetings of the Directors. A regular meeting shall be held once a year at such time and place as shall from time to time be fixed by the Directors for the purpose of organization, election of officers and the transaction of other business. Section 4.12. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the president or any vice president, or the secretary or any two Directors. Section 4.13. Notice. Notice of regular and special meetings shall be given to the Directors not less than four (4) days prior to the meeting if delivered by first class mail or not less than forty -eight (48) hours prior to the meeting if the notice is delivered personally or by telephone. The notice must state the date and time of the meeting and the place of the meeting if it is other than the principal office of the corporation. Section 4.14. Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the -3-