Common use of Action Without a Meeting Clause in Contracts

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of the Board under this Agreement or the Act, the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of Any action that may be taken by the Board under this Agreement or the Act, the Board of Directors at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of the Board under this Agreement or the Act, the The Board may take such action act without a meeting, if without prior notice, and without a vote if, prior or subsequent to such action, all Directors shall consent or consents in writing, setting forth the action writing to be taken, shall be signed by all of the Directors on the Boardsuch action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors, or the Actof any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may take such action without a meetingbe, if a consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of the proceedings of the Board of Directors on the Boardor committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to Any action required or permitted at any matter requiring the approval meeting of directors or consent a committee of the Board under this Agreement or the Act, the Board directors may take such action be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors directors or committee members entitled to vote on it consent to it in writing or, to the Boardextent permitted by law, by electronic transmission. Such consents shall be filed with the minutes of the proceedings of the Board or committee, as applicable.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of the Board under this Agreement or the Act, the Board Any action that may take such action be taken at a Member meeting may be taken without a meeting, meeting if a consent or consents in writing, writing setting forth the action to be taken, shall be taken is signed by all of the Directors on the BoardMember.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action which is required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board Management Committee may take such action be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be actions so taken, shall be is signed by all each of the Directors on representatives to the BoardManagement Committee and filed with the Company.

Action Without a Meeting. Notwithstanding Section 5.03Any action required or permitted to be taken by the Board, with respect to any matter requiring or by a committee of the approval or consent Board, may be taken without a meeting if all members of the Board under this Agreement or the Actcommittee, as the case may be, consent in writing to the adoption of a resolution authorizing the action. Any such resolution and the written consents thereto by the members of the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, committee shall be signed by all filed with the minutes of the Directors on proceedings of the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, with respect any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, the Board of any committee thereof may take such action be taken without a meeting, if a all members of the Board of Directors or committee, as the case may be, consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceedings of the Board of Directors on the Boardor committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval An action required or consent of the Board under this Agreement or the Act, the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action permitted to be takentaken at a board of directors meeting may be taken by written action, shall be including electronic communication, signed by all of the Directors on directors of the BoardCorporation. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, the Board of any committee thereof may take such action be taken without a meeting, if a all members of the Board or committee, as the case may be, consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceedings of the Directors on the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board may take such be taken by written action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on Governors comprising the Board.

Action Without a Meeting. Notwithstanding Section 5.035.04, with respect to on any matter requiring the an approval or consent of the Board under this Agreement or the Act, the Board or any committee thereof may take such action without a meeting, without notice and without a vote if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on or, in the Boardcase of a committee, all of the Directors who are members of such committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board Trustees may take such action be taken without a meeting, meeting if a consent or written consents in writing, setting forth the action to be taken, shall be thereto are signed by all a majority of the Directors on Trustees and such written consents are filed with the Boardrecords of the meetings of the board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect An action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under may be taken by written action signed by the Managers with a majority of the voting power of the Managers comprising the Board, unless this Agreement or the Act, the Board may take such action without prescribes a meeting, if a consent or consents in writing, setting forth greater Manager approval for the action to be taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under of Directors of this Agreement or corporation may be taken without a meeting and notice thereof by written action signed by the Act, number of directors that would be required to take the same action at a meeting of the Board may take such of Directors at which all the directors were present, provided that the proposed action without a meeting, if a consent or consents in writing, setting forth need not be approved by the shareholders and that the Articles of Incorporation so provide. The written action to be taken, shall be is effective when signed by all the necessary number of directors, unless a different effective time is provided in the Directors on the Boardwritten action. Such written action may be taken by counterparts.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken by the Board of Directors (or any matter requiring committee thereof) may be taken without a meeting if all the approval or consent members of the Board under this Agreement of Directors (or of such committee) then in office consent in writing to the adoption of a resolution authorizing the action and the written consents thereto of the directors (or the Act, members of the committee) are filed with the minutes of the proceedings of the Board may take of Directors (or such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Boardcommittee).

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, 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 take such action without a meetingbe, if a consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceeding of the Board of Directors on the Boardor of such committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring be taken by the approval or consent board of the Board under this Agreement or the Act, the Board directors at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action which is required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement Directors or the Act, the Board by a Directors’ Committee may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors on or all of the Boardmembers of the Committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03Except as otherwise provided by law or by the Certificate of Incorporation, with respect any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, the Board of any committee thereof may take such action be taken without a meeting, if a prior to such action all members of the Board of Directors or of such committee, as the case may be, consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceedings of the Board of Directors on or the Boardcommittee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or Members of the Act, the Board Company may take such action be taken without a meeting, if a consent or consents in writing, setting forth the meeting by written action to be taken, shall be signed by all of the Directors Members entitled to vote on the Boardthat action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement (or any committee of the Act, the Board Board) may take such action be taken without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, any meeting of a Committee of the Board of Directors may take such action be taken without a meeting, if a consent or written consents in writing, setting forth the action to be taken, shall be thereto are signed by all members of the Directors on Board or Committee and such written consents are filed with the minutes of proceedings of the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted under the Act to any matter requiring the approval be taken at a meeting of members or consent of the Board under this Agreement or the Act, the Board managers may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be is evidenced by the written consent describing the action taken, shall be signed by all of the Directors on the BoardMember or Manager, as applicable.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval An action required or consent of the Board under this Agreement or the Act, the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action permitted to be takentaken at‌ a board of directors meeting may be taken by written action, shall be including electronic communication, signed by all of the Directors on directors of the BoardCorporation. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board board of directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on directors consent to the Boardaction in writing. The writing or writings shall be filed with the minutes of the proceedings of the board of directors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action or permitted action required to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board Management Committee may take such action be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all a majority of the Directors on Management Committee members and such consent is filed with the Boardminutes of the proceedings of the Company.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action which is required to any matter requiring the approval be or consent may be taken at a meeting of the Board under this Agreement directors, or of the Actexecutive committee or any other committee of the directors, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be are signed by all of the members of the Board of Directors on or of the Boardcommittee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board Members may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be is evidenced by written consents describing the action taken, shall be signed by all Members and delivered to the Secretary of the Directors on Company for filing with the BoardCompany records.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement Directors of the Corporation, or any action which may be taken at a meeting of the ActDirectors or a committee thereof, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed by all of the Directors on Directors, or all the Boardmembers of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or ------------------------ permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors, or the Actof any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may take such action without a meetingbe, if a consent or consents thereto in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Board.,

Action Without a Meeting. Notwithstanding Section 5.03, with respect An action required or permitted to any matter requiring the approval or consent of the be taken at a Board under this Agreement or the Act, the Board meeting may take such action be taken without a meeting, if a consent or consents in writing, setting forth the meeting by written action to be taken, shall be signed by all of the Directors on Managers. The written action is effective when signed by all of the BoardManagers, unless a different effective time is provided in the written action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action that may be taken at a meeting of the Board under this Agreement directors or the Act, the Board of a committee may take such action be taken without a meeting, meeting if a consent or consents in writingwriting (including electronic transmission), setting forth the action to be taken, shall be is signed by all of the Directors on directors or all of the Boardmembers of the committee, as the case may be.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board board of directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on directors entitled to vote with respect to the Boardsubject matter thereof.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board Managers may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the number of Managers required under this Agreement or the Act, the Board may take to approve such action without at a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all meeting of the Directors on Managers and delivered to all Managers and the BoardCompany for inclusion in the records of the Company.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring Any action required or permitted by law or by the approval Certificate of Incorporation or consent the bylaws of the Board under this Agreement Corporation to be taken at a meeting of the board of directors or the Act, the Board a committee thereof may take such action be taken without a meeting, without prior notice, and without a vote, if a written consent or consents in writingconsents, setting forth the action to be so taken, shall be have been signed by all the members of the Directors on the Boardboard of directors or such committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to Any action required or permitted at any matter requiring the approval meeting of shareholders or consent directors or committee of the Board under this Agreement or the Act, the Board directors may take such action be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Boardshareholders or directors or committee members entitled to vote thereon consent thereto in writing.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent of be taken by the Board under this Agreement or the Act, the Board of Directors at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board board of directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on directors consent to the Boardaction in writing or by electronic transmission. The writing or writings or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the board of directors or of the relevant committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring be taken by the approval or consent of the Board under this Agreement or the Act, the Board executive committee at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on members of the Boardexecutive committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, any meeting of a Committee of the Board of Directors may take such action be taken without a meeting, if a consent or written consents in writing, setting forth the action to be taken, shall be thereto are signed by all members of the Board of Directors on or Committee and such written consents are filed with the Boardminutes of proceedings of the Board of Directors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board of Directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all the Directors whose votes would be required to take action at a meeting of the Board of Directors on and such written consent shall be distributed to the Boardentire Board of Directors at least twenty-four (24) hours prior to its effective time.

Action Without a Meeting. Notwithstanding Section 5.03Any action required to be taken, with respect to any matter requiring the approval or consent which may be taken, at a meeting of the Board under this Agreement or the Act, the Board of Directors may take such action be taken without a meeting, if a consent or consents in writing, setting forth the action so to be taken, shall be is signed by all of the Directors on directors entitled to vote. Such consent will have the Boardsame effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement board of directors or the Act, the Board any committee thereof may take such action be taken without a meeting, meeting if a consent or consents in writing, writing setting forth the action to be taken, shall be so taken is signed by all members of the Directors on board of directors or of the Boardcommittee, as the case may be, and the writing or writings are filed with the minutes or proceedings of the board or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval Any action which may be authorized or consent taken at a meeting of the Board under this Agreement Directors may be authorized or the Act, the Board may take such action taken without a meetingmeeting with the affirmative vote or approval of, if and in a consent writing or consents in writingwritings signed by, setting forth the action to be taken, shall be signed by all of the Directors on Directors, which writing or writings shall be filed with or entered upon the Boardrecords of the Corporation.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action which may be taken by Directors under this Agreement may be taken without a meeting if all members of the Board under this Agreement or of a committee of the ActBoard, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Boardcommittee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board may take such action be taken without a meeting, if a consent or consents in writing, setting forth meeting and without prior notice by written action (including by electronic means approved by the action to be taken, shall be signed Board) affirmed by all of the Directors on directors. The action is effective when affirmed by all of the Boarddirectors, unless a different effective time is provided in the action.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement of Directors or the Act, the Board a committee thereof may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be is signed by all of the Directors on directors of this corporation, or all the Boardmembers of the committee, as the case may be. Action taken under this Section is effective when the last director or member of the committee signs the consent, unless the consent specifies a different effective date. Such consent shall have the effect as a meeting vote and may be described as such in any document.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board may take such action be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action to be actions so taken, shall be signed by all of the Directors on the BoardDirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action that may be taken at a meeting of the Board under this Agreement directors, or the Actof a committee, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be actions taken, shall be signed by all of the Directors on directors, or all of the Boardmembers of the committee, as the case may be.

Action Without a Meeting. Notwithstanding Section 5.03Action taken by a majority of the directors or members of a committee without a meeting is nevertheless Board or committee action if written consent to the action in question is signed by all the directors or members of the committee, as the case may be, and filed with respect to any matter requiring the approval or consent minutes of the proceedings of the Board under this Agreement or the Actcommittee, the Board may take such action without a meeting, if a consent whether done before or consents in writing, setting forth after the action to be so taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement of Directors (including amendment of these bylaws) or of any committee may be taken without a meeting if all the Act, members of the Board may take such or committee consent in writing to taking the action without a meeting, if meeting and to approving the specific action. Such consents shall have the same force and effect as a consent or consents in writing, setting forth the action to be taken, shall be signed by all unanimous vote of the Directors on Board or of the Boardcommittee as the case may be.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action which could be taken at a meeting of the Board under this Agreement or the Act, the Board board of directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on director's consent to the Boardaction in writing or by electronic transmission and the writing or writings are filed with the minutes of proceedings of the board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action that may be taken at a meeting of the Board under this Agreement or the Act, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so taken or to be taken, shall be signed by all of the Directors on voting Managers. Such consent shall be filed with the minutes of the Board's meetings.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may take such action without a meetingbe, if a consent thereto in writing and the writing or consents in writing, setting forth writings are filed with the action to be taken, shall be signed by all minutes of proceedings of the Directors on the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement of Directors of the Corporation, or any action which may be taken at a meeting of the Actdirectors or a committee thereof, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed by all a majority of the Directors on directors, or a majority of the Boardmembers of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a majority vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors, or the Actof any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may take such action without a meetingbe, if a consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with the minutes of the Directors on proceedings of the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03The Board of Directors may act without a meeting in any case by unanimous written consent, with respect to any matter requiring and by a majority written consent in those cases requiring, in the approval or consent sole judgment of a majority of the Board under this Agreement or the ActDirectors, the Board may take such action without in a meeting, if a consent or consents in writing, setting forth the action response to be taken, shall be signed by all of the Directors on the Boardan emergency situation.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring Any action that may be taken by the approval or consent of the Management Board under this Agreement or the Act, the Board at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed by all the members of the Directors on the Management Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent of be taken by the Board under this Agreement or the Act, the Board at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, may be taken without a meeting by a written resolution if such resolution is sent to all members of the Board may take and affirmatively signed and adopted by the number of Directors necessary to make such action without a meeting, if a consent or consents decision as stipulated in writing, setting forth the action to be taken, shall be signed by all of the Directors on the BoardArticles.

Action Without a Meeting. Notwithstanding Section 5.03The Board of Directors may act without a meeting if, prior or subsequent to such action, each Director shall consent in writing to such action. Such written consent or consents shall be filed with respect to any matter requiring the approval or consent minutes of the proceedings of the Board under this Agreement or the Act, the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the BoardDirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of the Board under this Agreement or the Act, the Board Any action may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the current Directors on consent in writing to the Boardaction. The written consent is then filed with the minutes of the next regular meeting and is treated as a vote of the Directors or all purposes.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board of Directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Board.is evidenced by

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent of Any action that may be taken by the Board under this Agreement or the Act, the Board at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed by all of the Directors on the BoardBoard Members.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent of be taken by the Board under this Agreement or the Act, the Board of Directors at a meeting may take such action be taken without a meeting, meeting if a all Directors consent or consents thereto in writing, setting forth . Such consent shall have the action to be taken, shall be signed by all of the Directors on the Boardsame effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect An action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under may be taken by written action signed by the Directors with a three-fourth (3/4ths) of the voting power of the Directors comprising the Board, unless this Agreement or the Act, the Board may take such action without prescribes a meeting, if a consent or consents in writing, setting forth greater Director approval for the action to be taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement directors of the Corporation, or any action which may be taken at a meeting of the Actdirectors, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on directors, is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board of Directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed is evidenced by all of one or more written consents describing with particularity the Directors on the Boardaction taken and prepared and delivered in compliance with this Section 6.5.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring ------------------------------------ be taken by the approval or consent board of the Board under this Agreement or the Act, the Board directors at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action that could be taken at a meeting of the Board under this Agreement or the Act, the Board may take such action be taken without a meeting, meeting if a consent one or more written consents in writing, setting forth the action to be taken, shall be so taken are signed by all of Directors. Actions taken by written consent are effective when the Directors on last Director signs the Boardconsent, unless the consent specifies a later effective date.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent of ---------- ------------------------ be taken by the Board under this Agreement or the Act, the Board of Directors at a meeting may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be is signed by all of the Directors on the Boarddirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required by law to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement Directors or Executive Committee of the Act, Directors of the Board Corporation may take such action be taken without a meeting, meeting or by telephone if a consent or consents in writing, setting forth the action to be so taken, shall be signed by all of the Directors on or members of the BoardExecutive Committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval or consent Any action which may be taken by Directors under this Agreement may be taken without a meeting if all members of the Board under this Agreement or of a committee of the ActBoard, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Boardcommittee. ARTICLE VI OFFICERS 6.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may take such action without be, consent thereto in a meeting, if a consent writing or consents in writing, setting forth writings and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceedings of the Directors on the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board directors may take such action be taken without a meeting, meeting if a consent in writing or consents in writingby electronic transmission, setting forth the action to be so taken, shall be signed by all of the Directors on directors entitled to vote with respect to the Boardsubject matter thereof. In addition, meetings of the Board may be held by means of conference telephone or voice communication as permitted by the GCL.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement directors of the Corporation, or any action which may be taken at a meeting of the Actdirectors or a committee thereof, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on directors, or all the Boardmembers of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote and may be described as such in any document.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring the approval Any action which may be authorized or consent taken at a meeting of the Board under this Agreement of Directors may be authorized or the Act, the Board may take such action taken without a meeting, if meeting in a consent writing or consents in writing, setting forth the action to be taken, shall be writings signed by all of the Directors on directors, which writing or writings shall be filed with or entered upon the Boardrecords of the Corporation.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Action to any matter requiring be taken by the approval Board of Directors may be taken without a meeting if each Director signs a consent describing the action taken or to be taken and delivers it to the Company. Action taken by such consent is the act of the Board under this Agreement of Directors when one or the Act, the Board may take such action without a meeting, if a consent or more consents in writing, setting forth the action to be taken, shall be signed by all the Directors are delivered to the Secretary and filed with the minutes of the Company. A consent signed under this section has the effect of action taken at a meeting of the Board of Directors on the Boardand may be described as such in any document.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to The Board of Directors may approve a matter or take any matter requiring action at a meeting or without a meeting by the approval or written consent of the Board under this Agreement or the Act, of Directors. Meetings of the Board of Directors may take such action without a meeting, if a consent or consents in writing, setting forth be called at any time by the action to be taken, shall be signed by all of the Directors on the BoardDirectors.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, of Directors may be taken without a meeting if all members of the Board may take such action without a meeting, if a of Directors consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed with minutes of the Directors on the Boardits proceedings.

Action Without a Meeting. Notwithstanding Section 5.03Any action required or ------------------------ permitted to be taken at any meeting of the Board, with respect to or any matter requiring the approval or consent committee thereof, may be taken without a meeting if all members of the Board under this Agreement or committee, as the Actcase may be, the Board may take such action without a meeting, if a consent or consents thereto in writing, setting forth and the writing or writings are filed with the minutes or proceedings of the Board or committee, whether done before or after the action to be so taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03Any action required or permitted under the Act to be taken at a meeting of members or managers may be taken without a meeting if the action is evidenced by the written consent describing the action taken, with respect to any matter requiring signed by the approval or consent of the Board under this Agreement Member or the ActManager, the Board may take such action without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Boardas applicable.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent of the Board under this Agreement or the Act, be taken by the Board may take be taken without a meeting if such action without a meeting, if a consent or consents is evidenced in writing, setting forth the action to be taken, shall be writing and signed by all of the Directors on members of the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect to any matter requiring Any action required or permitted under the approval Act or consent of the Board under this Agreement to be taken at a meeting of members or the Act, the Board managers may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be is evidenced by the written consent describing the action taken, shall be signed by the Member or all of the Directors on the BoardManagers, as applicable.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may take such action without be, consent thereto in a meeting, if a consent writing or consents in writing, setting forth writings and the action to be taken, shall be signed by all writing or writings are filed with the minutes of proceedings of the Directors on the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action requiring shareholder approval required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under of Directors of this Agreement or the Act, the Board corporation may take such action be taken without a meeting, if a consent or consents in writing, setting forth the meeting and notice thereof by written action to be taken, shall be signed by all of the Directors on directors. The written action is effective when signed by all of the Boarddirectors, unless a different effective time is provided in the written action. Such written action may be taken by counterparts.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors, or the Actof any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may take such action without a meetingbe, if a consent or consents thereto in writing, setting forth and the action to be taken, shall be signed by all writing or writings are filed in the minute books with the minutes of the Directors on proceedings of the BoardBoard or committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement or the Act, the Board directors may take such action be taken without a meeting, meeting if a consent in writing or consents in writingby electronic transmission, setting forth the action to be so taken, shall be signed by all of the Directors on directors entitled to vote with respect to the Boardsubject matter thereof.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement of Directors or the Act, the Board a committee thereof may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be is signed by all of the Directors on directors of this Corporation, or all the Boardmembers of the committee, as the case may be. Action taken under this Section is effective when the last director or member of the committee signs the consent, unless the consent specifies a different effective date. Such consent shall have the same effect as a meeting vote and may be described as such in any document.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required to any matter requiring the approval or consent be taken at a meeting of the Board under this Agreement directors of the Corporation, or any action which may be taken at a meeting of the Actdirectors or a committee thereof, the Board may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed by all of the Directors on directors or all the Boardmembers of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors or the Act, the Board of any committee thereof may take such action be taken without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all members of the Directors on Board or such committee, as the Boardcase may be, consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the Board or the committee.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement of Directors (or the Act, the Board any committee thereof) may take such action be taken without a meeting, if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the Directors on the Board.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action that is required to any matter requiring the approval be or consent may be taken at a meeting of the Board under this Agreement or the Act, the Board of Directors may take such action be taken without a meeting, meeting if a consent or consents in writing, setting forth the action to be so taken, shall be are signed by all of the Directors on Directors. The consents shall have the Boardsame force and effect as a unanimous vote at a meeting duly held.

Action Without a Meeting. Notwithstanding Section 5.03, with respect Any action required or permitted to be taken at any matter requiring the approval or consent meeting of the Board under this Agreement or the Act, the Board may take such action be taken without notice and without a meeting, meeting if a consent or consents in writing, writing setting forth the action to be taken, shall be so taken is signed by all of the Directors on the BoardManagers.