9004-18 Adopt Recommendations of Foundation Planning Task Force

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to the Annual Meeting.) The purpose of the Annual Meeting shall be to elect Directors and officers, receive annual reports for the previous year, and to transact such other business as may come before the meeting. The Annual Meeting shall be held at the place and time specified in the notice of said Annual Meeting required by Section 7 below. Section 4. Regular Meeting. There shall be at least three (3) Regular Meetings of the Board of Directors each year in addition to the Annual Meeting. Regular meetings may be held on such days and at such places and times as the Board of Directors specifies from time to time. Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the Cha4fPresident or by any two Directors at such times and places as the person or persons calling such meeting shall specify in the notice of said meeting required by Section 7 below. Section 6. Location of Meetings. Meetings of the Board of Directors may be held at any place within the State of Ohio as specified in the notice of the Meeting. Section 7. Notice. The following provisions will govern notice: (a) Written notice of the time and place of each meeting of the Board of Directors (the "Notice ") shall be delivered to each Director either by personal delivery or by electronic mail, or facsimile telecopy at least two (2) days before the meeting, or by mail at least seven (7) days before - the meeting, which notice need not specify the purpose of the meeting. (b) Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting. (c) If the Notice is mailed, it will be deemed to be delivered when deposited in the United States mail addressed with postage thereon prepaid. (d) If the Notice is given by electronic mail, telegram or facsimile telecopy, such notice shall be deemed to be delivered when the electronic mail, telegram or facsimile telecopy is delivered to the receiving facility. (e) Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 8. Action Without a Meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting (unless otherwise prohibited by this Code of Regulations or Ohio law) if a consent in writing or by electronic means is obtained from a majority of the Directors entitled to vote. For {4&4< ,xo67o267_i} 5