Common use of Action by Written Consent in Lieu of Meeting Clause in Contracts

Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting and without prior notice if consented to or approved in writing by electronic transmission (which may include voting by electronic ballots) or by any other means permitted by law by at least five Voting Directors; provided, however, that if there are less than five Voting Directors, then any action taken without a meeting and without prior notice may be taken if written consents (which may be by electronic transmission, including electronic ballots) setting forth the action so taken are executed by all of the Voting Directors in office. All such written consents in either case must set forth the action to be taken and be filed with the minutes of the proceedings of the Board.