BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.. ARTICLE II.
BOARD OF DIRECTORS
Section 1. Board of Directors. The business of the Corporation shall be managed under the direction of its Board of Directors.
Section 2. Number. The number of directors who shall constitute the whole board shall be such number as the Members shall have designated, which shall be no less than five and no more than nine.
Section 3. Election and Term. At the annual meeting next held after the adoption of these By-Laws, there shall be an election for directors of the Corporation, two of whom shall be elected for a term of two years, and three of whom shall be elected for four years. At each annual meeting thereafter, a number of directors equal to that of those whose terms have expired shall be elected for a term of four years and until his or her successor is elected and qualified or his or her earlier resignation or removal, except as otherwise provided herein or required by law. At the expiration of any term, any director may be reelected.
Whenever the authorized number of directors is increased between annual meetings of the Members, a majority of the directors then in office may elect persons to serve in such newly created directorships for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.
Section 4. Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his successor is elected and qualified.
Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by two of the directors then in office or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by transmitting the same by facsimile or other means of electronic transmission not less than twenty four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
Section 7. Quorum. At any meeting of the Board of Directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.
Section 8. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 9. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.
Section 10. Powers. The Board of Directors may, except as set forth below and as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. The following acts shall require the prior approval of the Members: (i) to enter into any loan agreements; (ii) to acquire, sell, encumber, or lease real estate, (iii) to enter into agreements by which the Corporation acts as guarantor, surety or joint and several debtor, or by which the Corporation provides security for a third-party debt.
Section 11. Compensation of Directors. Directors, as such, shall not receive fees or other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Directors may be reimbursed for actual out of pocket expenses incurred by them in the performance of their duties as directors.
Section 12. Indemnification of Officers and Directors. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, whether the basis of such action, suit or proceeding is any alleged action in an official capacity as director, officer or representative, or in any other capacity while serving as a director, officer or representative, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys' fees, judgments, fines, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith; provided, however, that the Corporation shall indemnify any such person in connection with any action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the board of directors of the Corporation. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any action, suit or proceeding in advance of its final disposition upon delivery to the Corporation of an undertaking by or on behalf of such person, to repay all amounts so advanced unless it should be determined ultimately that such person is not entitled to be indemnified under this Section 12 or otherwise.
The rights conferred by this Section 12 shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute, provision of the certificate of incorporation, by law, agreement, vote of Members or disinterested directors or otherwise.
Section 13. Resignation; Removal; Disqualification.
(a) A director shall no longer continue as a member of the Board of Directors upon one or more of the following events:
(i) the directorâ€™s death;
(ii) if the director files a petition for relief under bankruptcy or insolvency law, or any order of relief is entered against such a director in any bankruptcy or insolvency proceeding;
(iii) if the director is adjudicated as incompetent;
(iv) if the director resigns in accordance with these By-laws;
(v) if the director is removed from office by the Members.
b) The Members may suspend or remove a director from office if they deem such action to be warranted. A vote of no less than two-thirds of the Voting Members shall be required for such a resolution to be passed. If no resolution is passed to remove a suspended director from office within three months of the date of suspension, the suspension shall terminate on expiration of such period.
(c) A director may resign by giving at least three monthsâ€™ notice to the Board, President, or the Secretary of the Corporation.