Juno 2013 Annual Report Download - page 167

meetings shall be called by the Chairman of the Board, the chief executive officer or secretary in like manner and on like notice on the written request of the
sole director.
Section 3.5 Except as otherwise required by law, the Certificate of Incorporation or the Bylaws, 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 at such meeting 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 3.6 Unless otherwise provided in the Certificate of Incorporation or the 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 or electronic communication, and the writing, writings or paper copies of the electronic
communications are filed with the minutes of proceedings of the Board of Directors or committee.
Section 3.7 Any director may resign effective on giving written notice or notice by electronic transmission to the chairman of
the board, the president, the secretary or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation
of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.
Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. Each director so elected shall hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until a successor has been elected and qualified.
Unless otherwise provided in the Certificate of Incorporation, whenever the holders of any class or classes of stock or series of stock of the Corporation are
entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or
series may be filled by a majority of the directors elected by such class or classes or series of stock of the Corporation then in office, or by a sole remaining
director so elected.
Section 3.8 The Board of Directors, by resolution adopted by a majority of the entire Board, shall appoint from among its
members (i) an Audit Committee and (ii) a Compensation Committee, to perform the functions traditionally performed by such committees.
8