ARTICLE V

Meetings of the Board of Directors

5.1 Annual Meetings.  An annual meeting of the Board of Directors may be held on the last business day of the fourth month following the close of each fiscal year or at such other time and date prior thereto and following the close of the fiscal year as shall be determined by the Board of Directors for the purpose of electing directors and officers and transacting such other business as may properly be brought before the meeting. 

5.2 Regular Meetings.  Regular meetings of the Board of Directors may be held with at least two (2) weeks’ notice at such time and place within or without the State of Georgia as shall from time to time be determined by the Board of Directors.  At a minimum, the Board of Directors will meet quarterly.

5.3 Special or Emergency Meetings.  Special meetings of the Board of Directors may be called by the President on not less than one day’s notice by mail, email or personal delivery to each director and shall be called by the President or the Secretary in like manner and on like notice on the written request of any two (2) or more directors.  Any such special meeting shall be held at such time and place within or without the State of Georgia as shall be stated in the notice of meeting.  Any member of the Board of Directors may execute a waiver of notice either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting.

5.4 Notice.  No notice of any meeting of the Board of Directors need state the purposes thereof, unless required by law.

5.5 Quorum.  A majority of the Board at any time shall constitute a quorum for the transaction of business at any meeting.  When such a quorum is present, the vote of a majority of the Board present shall be an act of the Board of Directors, unless a greater vote is required by law, the Articles of Incorporation or these By-Laws.

5.6 Action Without a Meeting.  The directors may act on any matter generally required or permitted at a Board meeting, without actually meeting, when a majority of the directors votes unanimously even if not all directors have yet voted, upon the following conditions:  (i) a majority of the directors votes unanimously, (ii) each voting director signs a written consent describing the action taken, and (iii) the directors file the consent or consents with the records of the corporation.  A director may also take action within the meaning of this Section 5.6 if the following conditions are met:  (i) the email or other electronic communication comes directly from the director and not from another party on behalf of the director, (ii) the subject matter of the email or other electronic communication refers directly to the request for director action without a meeting, and (iii) the director’s reply clearly states the director’s consent to take or not take the action contemplated by the subject matter thereof.  If conditions (i) through (iii) of the preceding sentence are fulfilled, such email or other electronic communication response shall be considered a “signed consent” for the purposes of this Section 5.6.  Action taken by consent is effective when the last director required for an effective action signs the consent, unless the consent specifies a different effective date.  A signed consent has the effect of a meeting vote and may be referred to as a meeting in any document.

5.7 Telephone and Similar Meetings.  Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating can hear each other.  Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.