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i vS w PAGE ti w=3 Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman. The chairman is authorized to call special meetings of the board at any place within Lee County for holding said special meetings. Section 6. Notice of Meetings. Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior to written notice delivered personally or sent by mail or telegram to each director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any 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 called lawfully or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws. Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8. Voting. Except otherwise expressly provided by statute, or by charter of the corporation, or by these By-Laws, the action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors. Section 9. Resignation of Directors. Any director may resign at any time by giving notice thereof in writing to the appointing authority. Such resignation shall take effect at the time specified therein or if no time is specified, at the time such resignation is received by the appointing authority, unless it shall be necessary to accept such resignation by its terms before it becomes effective, in which event the resignation shall take effect upon its acceptance by the appointing authority. Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the appointing authority. A director named to fill a vacancy shall take office immediately and shall serve for the unexpired term of his/her predecessor in office. 3