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meeting. The waiver of notice or consent need not specify the <br /> purpose of the meeting. All such waivers, consents, and <br /> approvals shall be filed with the corporate records or made a <br /> part of the minutes of the meetings. Notice of a meeting need <br /> not be given to any Director who attends the meeting and does <br /> not protest, before or at the commencement of the meeting, the <br /> lack of notice to him or her. <br /> Section 4.15. quorum. A majority of the authorized <br /> number of Directors shall constitute a quorum for the <br /> transaction of business, except to adjourn. Every action taken <br /> or decision made by a majority of the Directors present at a <br /> duly held meeting of which a quorum is present shall be the act <br /> of the Board. <br /> Section 4.16. Adjournment. A majority of the Directors <br /> present, whether or not a quorum is present, may adjourn any <br /> meeting to another time and place. Notice of any adjournment <br /> to another time and place shall be given to the Directors who <br /> were not present at the time of the adjournment. <br /> Section 4.17. Action Without a Meeting. Any action <br /> that the Board is required or permitted to take may be taken <br /> without a meeting if all members of the Board consent in <br /> writing to the action. Such action by written consent shall <br /> have the same force and effect as any other validly approved <br /> action of the Board. All such consents shall be filed with the <br /> minutes of the proceedings of the Board. <br /> Section 4.18. Meetings by Conference Telephone. <br /> Members of the Board of Directors may participate in a meeting <br /> through use of conference telephone or similar communications <br /> equipment, so long as all persons participating in the meeting <br /> can hear one another. Participation by Directors in a meeting <br /> in the manner provided in this section constitutes presence in <br /> person at the meeting. <br /> Section 4.19. Committees of Directors. The Board of <br /> Directors may, by resolution adopted by a majority of the <br /> Directors then in office, designate one or more committees, <br /> each consisting of three or more Directors, to serve at the <br /> pleasure of the Board. Appointments to such committees shall <br /> be by majority vote of the Directors then in office. Any <br /> committee, to the extent provided in the resolution, shall have <br /> all the authority of the Board, except that no committee, <br /> regardless of Board resolution may: <br /> (a) Fill vacancies on the board of directors or on any <br /> committee; <br /> (b) Fix compensation of directors for serving on the board <br /> or any committee; <br /> (c) Amend or repeal bylaws or adopt new bylaws; <br /> -4- <br />