§323F-4  Board meetings.  (a)  The corporation board shall meet no fewer than four times a year.  All meetings of the corporation board shall be subject to chapter 92, except that in addition to matters exempted pursuant to law, the corporation board may elect to hold an executive meeting for the consideration of any matters set forth in section 323F-6.

     (b)  All business of the corporation board shall be conducted at a regular or special meeting at which a quorum is present, consisting of at least a majority of the directors then in office.  Any action of the corporation board shall require the affirmative vote of a majority of those present and voting at the meeting; except that a vote of two-thirds of the members of the corporation board then in office shall be required for any of the following actions:

     (1)  Removal by the corporation board of one of its members, with the exception of the eleventh and twelfth members set forth in section 323F-3, who may only be removed pursuant to sections 323F-10 and 323F-10.5;

     (2)  Amendment by the corporation board of its bylaws;

     (3)  Hiring or removing the chief executive officer of the corporation; and

     (4)  Any other actions as provided by the corporation bylaws. [L 1996, c 262, pt of §2; am L 1998, c 229, §5]