Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Action by Directors Without a Meeting. Unless otherwise restricted by the Charter or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than sixty days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 2.8 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
Action by Directors Without a Meeting. Any action required ---------- ------------------------------------- or permitted by law to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if such action is taken in writing signed by all members of the Board or the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member, and shall be effective when the last last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such in any document.
Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto shall be signed by,or the Corporation receives electronic mail confirmation from,the number of Directors required for an action of the Board under these Bylaws,and such written consent or confirmation is filed with the minutes of the proceedings of the Board. Actions contemplated under this Section 6.8 may be executed in several counterparts and shall have the same force and effect as a vote of the Board of Directors at a meeting. Any action taken under this Section 6.8 shall become effective when the last Director signs such consent,unless the consent specifies a different effective date.
Action by Directors Without a Meeting. Any action required or permitted by the Code to be taken at any meeting of the Board of Directors (or a committee of the Board of Directors) may be taken without a meeting if the action is taken by all of the members of the Board of Directors (or the committee, as the case may be). The action must be evidenced by one or more written consents or by electronic transmission describing the action taken, signed by each of the directors (or each of the directors serving on the committee, as the case may be), and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
Action by Directors Without a Meeting. Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board consent to such action in writing. The action shall be deemed to have been so taken by the Board at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his or her consent by a writing signed by the director and received by the president or the secretary or any other person authorized by the Bylaws or the Board of Directors to receive such a revocation. Such action shall be effective at the time and date it is so taken unless the directors establish a different effective time or date. Such action has the same effect as action taken at a meeting of directors and may be described as such in any document.
Action by Directors Without a Meeting. Action required or permitted by the Florida Business Corporation Act (the “FBCA”) for a board of directors may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken and signed by each Director. Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Action by Directors Without a Meeting. 9 3.14 Telephonic Meetings 9 3.15 Compensation 9 3.16 Committees 9 ARTICLE 4 OFFICERS 11 4.1 Appointment 11
4.2 Qualification 11
4.3 Officers Designated 11
(a) Chairman 11 (b) President 11
(c) Vice Presidents 12
(d) Secretary 12
(e) Chief Financial Officer 12 (f) Treasurer 13 4.4 Delegation 13 4.5 Resignation 13 4.6 Removal 13 4.7 Vacancies 13 4.8 Compensation 13 ARTICLE 5 EXECUTION OF INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION 14 5.1 Execution of Corporate Instruments 14 5.2 Voting of Securities Owned by the Corporation 14 ARTICLE 6 STOCK 14 6.1 Form and Execution of Certificates 14 6.2 Lost Certificates 15 6.3 Transfers 15 6.4 Registered Shareholders 15 6.5 Execution of Other Securities 15 ARTICLE 7 BOOKS AND RECORDS 16
7.1 Books of Accounts, Minutes and Share Register 16
7.2 Copies of Resolutions 16 ARTICLE 8 FISCAL YEAR 16 ARTICLE 9 CORPORATE SEAL 17 ARTICLE 10 INDEMNIFICATION 17 10.1 Right to Indemnification 17 10.3 Nonexclusivity of Rights 17 10.4 Insurance, Contracts and Funding 17 10.5 Indemnification of Employees and Agents of the Corporation 17 10.6 Persons Serving Other Entities 18 ARTICLE 11 AMENDMENT OF BYLAWS 18
Action by Directors Without a Meeting. (1) Any action required by the Florida Business Corporation Act to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all of the members of the committee, as the case may be, and is filed in the minutes of the proceedings of the Board or of the committee.
(2) Such consent shall have the same effect as a unanimous vote.
(b) If not contrary to applicable law, Directors may take action as the Board of Directors or committees thereof through a written consent to action signed by a number of Directors sufficient to have carried a vote of the Board of Directors or committee thereof with all members present and voting; provided, that all Directors not joining in such written instrument shall be deemed for all purposes to have cast dissenting votes, and that all Directors not parties to such instrument shall receive written notice of all action taken through such instrument within three days after such instrument shall have been subscribed by the requisite number of Directors required for such action.
