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4.7 CONSIDERATION OF FACTORS In discharging the duties of their respective positions, the Board of Directors, committees of the Board, and individual Directors may, in considering the best interests of the Organization, consider the effects of any action upon employees, upon suppliers and customers of the Organization, communities in which offices or other establishments of the Organization are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Clause 4.5. 4.8 PRESUMPTION OF ACTIONS IN BEST INTEREST OF THE ORGANIZATION Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall not be presumed to be in the best interests of the Organization. 4.9 NOTATION OF DISSENT A Director of the Organization who is present at a meeting of the Board of Directors, or of a committee of the Board, at which action on any corporate matter is taken on which the Director is generally competent to act, shall be presumed to have assented to the action taken unless he/she files his/her written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of the action. Nothing shall bar a Director from asserting that minutes of the meeting incorrectly omitted his/her dissent if, promptly upon receipt of a copy of such minutes, he/she notifies the Secretary in writing of the asserted omission or inaccuracy. 4.10 MEETINGS 4.10.1 Except as otherwise required by law, the Board of Directors may hold meetings at such time and place as it may from time to time determine. The Board of Directors should meet together, as a whole, annually, in closed session, at the National Gathering. 4.10.2 A meeting may be considered to have taken place when all Directors have been contacted by mail, provided with written information, notices of motion, documentation of issues for discussion and votes are called. Discussion of an issue may be conducted by telephone call person-to-person or by conference call but votes on any motion must be submitted by mail by a date predetermined and indicated by the President, or an officer acting on his/her behalf, except where circumstance dictates that a telephone poll and vote are required. A simple majority of the votes recorded shall decide a motion. All details, documents, notices and motions and a record of the votes shall be recorded in the minute book signifying that a meeting of the Board of Directors has taken place. 4.10.3 In an emergency or under circumstances deemed pressing, the President or a designate may present an issue, motion and call for a vote by telephone poll. All Directors must be called either individually or by conference call. A simple majority of those Directors |