additional directors may be elected by those shareholders. The board of directors shall consist of three (3) members. A majority of the whole authorized number of directors shall be necessary to constitute a quorum for a meeting of the directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

The office of a director becomes vacant by reason of death, resignation or removal as provided by Section 4 of this Article II. In the event that the shareholders remove a director or directors or increase the number of directors, they may elect, at the meeting effecting the removal or the increase, a director or directors to fill the vacancy or vacancies resulting from their action. If the shareholders do not fill the vacancies at that meeting, or an adjournment thereof, the remaining directors, though less than a majority of the whole authorized number of directors, may fill them. The board also may fill any vacancy not resulting from the removal of a director by the shareholders or an increase in the number of directors.

If the membership of the board of directors at any time falls below the number necessary to constitute a quorum, and the remaining directors are unable to elect a successor or successors to constitute a quorum, a special meeting of shareholders shall be called and the number of directors necessary to bring the board of directors to its full membership shall be elected at that meeting.

SECTION 2.        Meetings. Meetings of the board of directors shall be held at such place within or outside the State of North Carolina as may be fixed from time to time by resolution of the board of directors, or as may be designated in the notice calling the meeting. Regular meetings of the board of directors shall be held at such times as may be fixed from time to time by resolution of the board of directors, and special meetings may be held at any time upon the call of the chairman of the board, if any, the president, or any vice president or any two directors by oral, telegraphic, cabled, telexed or written notice duly served on or sent or mailed to each director not less than two days before the meeting. A meeting of the board of directors may be held without notice immediately after a meeting of shareholders at which the directors are elected. Notice need not be given of regular meetings of the board of directors held at times fixed by resolution of the board of directors. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting. Notice of the time, place, and purpose of any meeting may be waived in writing, either before or after the holding of the meeting, by any director; all waivers of notice shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of that meeting.

SECTION 3.        Actions by Unanimous Written Consent. Any action which may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the directors. The writing or writings shall be filed with or entered upon the records of the corporation.

SECTION 4.        Removal of Directors. All of the directors, or any individual director may be removed from office, without assigning any cause, by the vote of a majority of shareholders.

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