EXAMPLE ONLY; YOU SHOULD RETAIN LEGAL COUNSEL
TO ADVISE YOU AS TO YOUR SPECIFIC SITUATION
PAGE 9
liability or duty to the Corporation beyond that created by his or her agreement with the
Corporation. Advisory Directors shall serve solely as consultants to the Board of Directors
based on their business or technical expertise, and shall have no duties with respect to the
management of the Corporation, nor any authority to bind the Corporation or act on its behalf.
ARTICLE IV
NOTICE
4.1. Form of Notice. Whenever by law, the Certificate of Formation or these Bylaws,
notice is to be given to any director, committee member or shareholder, and no provision is made
as to how such notice is to be given, such notice may be given: (i) in writing, by mail, postage
prepaid, addressed to such director, committee member or shareholder at such address as appears
on the books of the Corporation or (ii) in any other method permitted by law. Any notice
required or permitted to be given by mail will be deemed to be given at the time the same is
deposited in the United States mail. Notice to directors, committee members or shareholders
may also be given by nationally recognized overnight delivery or courier service, or telegram,
and shall be deemed given when such notice shall be received by the proper recipient or, if
earlier, (i) in the case of an overnight delivery or courier service, one (1) day after such notice is
sent by such overnight delivery or courier service and (ii) in the case of telegraph, when
deposited at a telegraph office for transmission and all appropriate fees therefor have been paid.
On consent of a shareholder, director or committee member, notice from the Corporation may be
given to the shareholder, director or committee member by electronic transmission. The
shareholder, director or committee member may specify the form of electronic transmission to be
used to communicate notice. The shareholder, director or committee member may revoke this
consent by written notice to the Corporation. The consent is deemed to be revoked if the
Corporation is unable to deliver by electronic transmission two consecutive notices, and the
person responsible for delivering notice on behalf of the Corporation knows that delivery of
these two electronic transmissions was unsuccessful. The inadvertent failure to treat the
unsuccessful transmissions as a revocation of consent does not invalidate a meeting or other
action. Notice by electronic transmission is deemed given when the notice is (i) transmitted to a
facsimile number provided by the shareholder, director or committee member for the purpose of
receiving notice; (ii) transmitted to an electronic mail address provided by the shareholder,
director or committee member for the purpose of receiving notice; (iii) posted on an electronic
network and a message is sent to the shareholder, director or committee member at the address
provided by the shareholder, director or committee member for the purpose of alerting the
shareholder, director or committee member of a posting; or (iv) communicated to the
shareholder, director or committee member by any other form of electronic transmission
consented to by the shareholder, director or committee member.
4.2. Waiver. Whenever any notice is required to be given to any shareholder or
Director of the Corporation as required by law, the Certificate of Formation or these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or after the time stated in
such notice, will be equivalent to the giving of such notice. Attendance of a shareholder or
Director at a meeting will constitute a waiver of notice of such meeting, except where such
shareholder or Director attends for the express purpose of objecting, at the beginning of the