GNC 2010 Annual Report Download - page 192

either by mail not less than forty- eight (48) hours before the date of the meeting, by telephone or facsimile on twenty- four (24) hours' notice, or
on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
Section 5 Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors, or, in his or her absence, a
director chosen by a majority of the directors present, shall act as chairman. The Secretary of the Corporation shall act as secretary at each
meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant
Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 6 Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing to
the Chairman of the Board of Directors, the Chief Executive Officer, the President or the Secretary of the Corporation. Such resignation shall
take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of
such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law, any director or the entire Board of
Directors may be removed from office at any time by the affirmative vote of the holders of at least a majority in voting power of the issued and
outstanding capital stock of the Corporation entitled to vote in the election of directors.
Section 7 Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the
meeting of the time and place of the adjourned meeting, until a quorum shall be present.
Section 8 Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if
all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or committee. Any copy, facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Section 9 Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws,
members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting
can hear each other, and 6