1.Can a regular Board Member designate one to represent him in a Board Meeting and in other deliberations of the Board?

2.The proposed amendment to the By-laws of a corporation is as follows: "A director who is absent without valid excuse from three consecutive regular meetings of the Board may be replaced as director at the discretion of the Board." Rule on the proposed amendments?

3.For valid delegation of the power to amend a bylaws of a domestic corporation, what are the requirements of the law in order for the board of directors to exercise the duly delegated power to amend?

4.The By-laws provides that trustees of the association shall hold office for three years and until their successors are duly elected and qualified." Under the foregoing provision, if the three-year term of office of the trustees expires and there was failure of election, does this mean that the incumbent trustees can still continue to act as trustees? Explain.

5.What does improperly held meeting mean?