MEETINGS OF THE BOARD OF DIRECTORS
4.1 Annual Meeting
The annual meeting of the board of directors shall be held on the third Tuesday in January and shall be called by the chairman, president or any director. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of any annual meeting. As provided in Section 5.2 below, at the annual meeting, the directors shall elect the president, treasurer and clerk and any other officers of the corporation.
4.2 Regular Meetings
Regular meetings of the directors may be held at such places and at such times as the chairman, the president, or the directors may determine.
4.3 Special Meetings
Special meetings of the directors may be held at any time and at any place when called by the chairman, the president, or by one or more directors.
4.4 Place of Meetings
All meetings of the directors shall be held at the principal office of the corporation in Massachusetts or at such other place within the United States as shall be fixed by the directors, the chairman, or the president.
4.5 Notice of Meetings
Notice of the time and place of each meeting of the directors shall be given to each director by mail at least five days or by facsimile or e-mail or other electronic means at least forty-eight hours before the meeting, addressed to him at his usual or last known business or residence address, or in person or by telephone at least twenty-four hours before the meeting. Notice need not specify the purposes of the meeting unless required by law, the Articles of Organization, these By-laws, or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, or (ii) removal or suspension of an officer or director.
Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or by his duly authorized attorney) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting the lack of notice to him before or at the commencement of the meeting.
4.6 Quorum
At any meeting of the directors, a majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice.
4.7 Action by Vote
When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers and appointment or election of committees, unless otherwise provided by law, the Articles of Organization, or these By-laws.
4.8 Action By Writing
Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors’ consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.9 Presence Through Communications Equipment
Unless otherwise provided by law or the Articles of Organization, directors may participate in board meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.