EMC 2008 Annual Report Download - page 142

3.5 Vacancies. Beginning at the opening of the polls at the 2008 Annual Meeting of Shareholders, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors: (a) the board of directors may fill the vacancy; (b) if the directors remaining in
office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office; or
(c) the shareholders may fill the vacancy in accordance with the procedures set forth in the articles of organization, these bylaws and Massachusetts law, as
from time to time in effect.
3.6. Committees. The directors may, by vote of a majority of the directors then in office, elect from their number one or more committees and
delegate to any such committee or committees some or all of the power of the directors except those which by law, by the articles of organization or by these
bylaws they are prohibited from delegating. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or such rules, its business shall be conducted as nearly as may be in the same manner as is provided
by these bylaws for the conduct of business by the directors.
3.7. Regular Meetings. Regular meetings of the directors may be held without call or notice at such places and at such times as the directors may
from time to time determine, provided that reasonable notice of the first regular meeting following any such determination shall be given to absent directors.
A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.
3.8. Special Meetings. Special meetings of the directors may be held at any time and at any place designated in the notice of the meeting, when called
by the chairman of the board, the chief executive officer, or by two or more directors, notice thereof being given to each director by the secretary or an
assistant secretary, or by the officer or one of the directors calling the meeting.
3.9. Notice. A written notice of a meeting of the directors may be given to a director in person, by mail or express overnight courier addressed to a
director at such director's usual or last known business or residence address, or by delivering such notice by electronic transmission directed to such director at
an address given to the corporation by the director or otherwise in such manner as the director shall have specified to the corporation, including by facsimile
transmission, electronic mail or posting to an electronic network. Oral notice of a meeting may be given to a director in person or by telephone. Notice of a
meeting need not be given to any director if a written waiver of notice, executed by such director before or after the meeting, is filed with the records of the
meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such director. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.10. Quorum. Unless otherwise provided by law, at any meeting of the directors a majority of the directors then in office shall constitute a quorum.
Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.
3.11. Action by Vote. When a quorum is present at any meeting, a majority of the directors present may take any action, except when a larger vote is
required by law, by the articles of organization or by these bylaws.
3.12. Action by Writing. Unless the articles of organization otherwise provide, any action required or permitted to be taken at any meeting of the
directors, including without limitation, the approval of any transaction under Section 8.31(c) of Chapter 156D of the Massachusetts General Laws, may be
taken without a meeting if all the directors consent to the action in writing or by means of electronic transmission and such written consents are filed with the
records of the meetings of the directors. Such consents shall be treated for all purposes as votes taken at a meeting.
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