such vacancy is not so filled, it may be filled by the directors as provided in
Section 3.03 of this Article III.
3.07 COMPENSATION OF DIRECTORS.
Directors may receive such reasonable compensation for their services,
whether in the form of salary or a fixed fee for attendance at Board or Board
committee meetings, with expenses, if any, as the Board may from time to time
determine. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
3.08 RELIANCE ON ACCOUNTS AND REPORTS, ETC.
A director, or a member of any committee designed by the Board shall, in
the performance of his duties, be fully protected in relying in good faith upon
the records of the Corporation and upon information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees designated by the Board, or by any other person as to
the matters the director or member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
ARTICLE IV - MEETINGS OF THE BOARD
The Board of the Corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
4.02 REGULAR MEETINGS.
The Board by resolution may provide for the holding of regular meetings
and may fix the times and places at which such meetings shall be held. Notice of
regular meetings shall not be required to be given if the time and place has
been fixed by Board resolution, provided that whenever the time or place of
regular meetings shall be fixed or changed, notice of such action shall be
mailed promptly to each director who shall not have been present at the meeting
at which such action was taken. If the time and place for regular meetings has
not been fixed by the Board, then at least 10 days written notice addressed to
him or her at his or her residence or usual place of business, unless he or she
shall have filed with the Secretary a written request that notices intended for
him or her be mailed to some other address, in which case it shall be mailed to
the address designated in such request, or shall be sent to him or her at such
place by telegram, facsimile or other means of electronically transmitted
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