Enom 2010 Annual Report Download - page 175

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee
designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other
communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a
meeting pursuant to this bylaw shall constitute presence in person at the meeting.
3.6 REGULAR MEETINGS.
Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be
determined by the Board. A regular meeting of the Board may be held without notice immediately after and at the same place as the
annual meeting of stockholders.
3.7 SPECIAL MEETINGS; NOTICE.
Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the
chief executive officer, the president, the secretary or a majority of the authorized number of directors.
Notice of the time and place of special meetings shall be:
(i) delivered personally by hand, by courier or by telephone;
(ii) sent by United States first-class mail, postage prepaid;
(iii) sent by facsimile; or
(iv) sent by electronic mail,
directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be,
as shown on the Corporation's records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic
mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by
United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting.
The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation's principal executive office) nor
the purpose of the meeting.
3.8 QUORUM.
At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of
business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board,
except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present
at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present. Interested directors may be counted in determining the presence of a quorum
at a meeting of the Board or at a meeting of a committee which authorizes a particular contract or transaction.
15
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as
the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes
are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
3.10 FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the
compensation of directors. No such payment shall preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for such service.
3.11 REMOVAL OF DIRECTORS.
Subject to the rights of the holders of any series of preferred stock then outstanding, the Board or any individual director may
be removed from office at any time for cause by the affirmative vote of the holders of a majority of the voting power of all the then