THEODORE R. MCKELDIN, GOVERNOR 307

52. (Meetings of Board of Directors. ) (a) Unless limited
by the by-laws, meetings of the board of directors, regular or
special, may be held at any place in or out of the State.

(b) Notice of all meetings of the board of directors shall
be given as provided in the by-laws. Such notice need not in-
clude a statement of the business to be transacted at, or the
purpose of, any regular or special meeting of the board of
directors unless otherwise provided in the by-laws.

(c) A majority of the entire board of directors shall con-
stitute a quorum for the transaction of business unless the
by-laws otherwise provide, but in no case shall less than one-
third of the entire board of directors, and in no event less
than two directors, constitute a quorum for the transaction
of business.

(d) The action of a majority of the directors present at a
meeting at which a quorum is present shall be the action of
the board of directors unless the concurrence of a greater
proportion is required for such action by this Article, the
charter or the by-laws.

53. (Directors Holding Over. ) In case of failure to hold
an election of directors at the designated time, the authority
of the directors holding over to manage the business and
affairs of the corporation shall continue until their successors
are duly chosen and qualify.

54. (Informal Action by Directors. ) Any action required
or permitted to be taken at any meeting of the board of direc-
tors or of any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all
members of the board or of such committee, as the case may
be, and such written consent is filed with the minutes of pro-
ceedings of the board or committee.

55. (Executive and Other Committees. ) (a) Any corpo-
ration of this State may by its by-laws authorize the board
of directors to appoint from among its members an executive
committee and other committees composed of two or more
directors, and to delegate to such committees, in the intervals
between meetings of the board of directors, any or all of the
powers of the board of directors, in the management of the
business and affairs of the corporation except the power to
declare dividends, to issue stock or to recommend to stock-
holders any action requiring stockholders' approval. The by-
laws may provide that, in the absence of any member of any
such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a mem-