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are present at any meeting, however called or noticed, and sign <br />a written consent thereto on the records of such meeting, or, <br />if a majority of the directors are present, and if those not <br />present sign in writing a waiver of notice of such meeting, <br />whether before or after the holding of such meeting, which <br />waiver is filed with the secretary of the Corporation, the <br />transactions thereof shall be valid, as though the meeting had <br />been regularly called and notice. <br />Section 12. Notice of Adjournment. Notice of the time <br />and place of holding an adjourned meeting need not be given to <br />absent directors if the time and place be fixed at the meeting <br />adjourned. <br />Section 13. Quorum. A majority of the number of <br />directors as fixed by the Articles and By -Laws, and which have <br />been actually selected, shall be necessary to constitute a <br />quorum for the transaction of any corporate business. <br />Section 14. Voting Rights. Directors may vote in <br />person only. <br />Section 15. Manner of Acting. An act of the board of <br />directors shall require the affirmative vote of the majority of <br />directors present, unless the vote of a different number is <br />required by law or these By -Laws. <br />ARTICLE III <br />OFFICERS <br />Section 1. The Officers. The officers of the <br />Corporation shall be a president, a vice - president, a <br />-8- <br />