Bylaws, the Director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose. Section 4.8 Quorum and Voting. A one half (1/2) of the number of Directors serving the Corporation at the time notice of a meeting of Directors (whether regular or special) is given shall constitute a quorum for the transaction of business at such meeting of the Board of Direc- tors. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number of votes are required by the Act or these Bylaws. Section 4.9 Action Without Meeting. (a) Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if notice is transmitted in the manner provided to each Board or committee member and each member, by the time stated in the notice and in writing, either: (i) votes for such action; or (ii) votes against such action, abstains from voting, or fails to vote; and fails to demand in writing that action should not be taken without a meeting. Any person who in writing votes for or against an action or abstains from voting shall be deemed to have waived the right to demand that action not be taken without a meeting. Fail- ure to respond by the time stated in the notice shall have the same effect as abstaining in writing by the time stated in the notice and failing to demand in writing that action not be taken without a meeting. (b) Action is taken under this section only if the affirmative vote for such ac- tion equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors or committee members then in office were present and voted. (c) Action taken pursuant to this section may be transmitted or received by mail or by facsimile, e-mail, or other form of communication permitted by the Act and must be in a form sufficient to identify (i) the Director or committee member; (ii) the Director's or committee member’s vote, abstention, demand, or revocation; and (iii) the proposed action to which such vote, abstention, demand or revocation relates. For purpose of this section, communication to the Corporation is not effective until received. Section 4.10 Deemed Assent. A Director who is present at a meeting of the Board when action is taken is deemed to have assented to all action taken at the meeting unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or (b) the Director contemporaneously requests the Director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (c) the Director causes written notice of the Director's dissent or abstention as to any specific action to be received by the presiding Officer of the meeting before the adjournment thereof or by the corpora- tion promptly after the adjournment of the meeting. Such right of dissension or abstention is not available to a Director who votes in favor of the action taken. 5
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