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and officers, receive annual reports for the previous year, and to transact such other <br />business as may come before the meeting. The Annual Meeting shall be held at the place <br />and time specified in the notice of said Annual Meeting required by Section 7 below. <br />Section 4. Regular Meeting. There shall be at least three (3) Regular <br />Meetings of the Board of Directors each year in addition to the Annual Meeting. Regular <br />meetings may be held on such days and at such places and times as the Board of <br />Directors specifies from time to time. <br />Section 5. Special Meetings. Special Meetings of the Board of Directors may <br />be called by the President or by any two Directors at such times and places as the person <br />or persons calling such meeting shall specify in the notice of said meeting required <br />by Section 7 below. <br />Section 6. Location of Meetings. Meetings of the Board of Directors may be <br />held at any place within the State of Ohio as specified in the notice of the Meeting. <br />Section 7. Notice. The following provisions will govern notice <br />(a) Written notice of the time and pla,;e of each meeting of the Board of <br />Directors (the "Notice ") shall be delivered to each Director either by <br />personal delivery or by electronic mail, or facsimile telecopy at least <br />two (2) days before the meeting, or by mail at least seven (7) days before <br />the meeting, which notice need not specify the purpose of the meeting. <br />(b) Notice of adjournment of a meeting need not be given if the time and <br />place to which it is adjourned are fixed and announced at the meeting. <br />(c) If the Notice is mailed, it will be deemed to be delivered when deposited <br />in the United States mail addressed with postage thereon prepaid. <br />(d) If the Notice is given by electronic mail, telegram or facsimile telecopy, <br />such notice shall be deemed to be delivered when the electronic mail, <br />telegram or facsimile telecopy is delivered to the receiving facility. <br />(e) Any Director may waive notice of any meeting. The attendance of a <br />Director at a meeting shall constitute a waiver of notice of such meeting, <br />except where a Director attends a meeting for the express purpose of <br />objecting to the transaction of any business because the meeting is not <br />lawfully called or convened. <br />Section 8. Action Without a Meeting. Any action which may be taken at a <br />meeting of the Board of Directors may be taken without a meeting (unless otherwise <br />prohibited by this Code of Regulations or Ohio law) if a consent in writing or by <br />electronic means is obtained from a majority of the Directors entitled to vote. For <br />purposes of taking an action without a meeting, such action may be taken by mail or <br />(K0670267.11 5 <br />