Common use of Actions by the Board of Directors Clause in Contracts

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (b) Any action which may be taken by Directors by vote may be taken without a meeting if that number of the Directors, or members of a committee, as the case may be, required for approval of such action at a meeting of the Directors or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directors.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested Interested Directors in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (b) Any action which may be taken by Directors by vote may be taken without a meeting if that number of the Directors, or members of a committee, as the case may be, required for approval of such action at a meeting of the Directors or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directors.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this DeclarationAgreement, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested Interested Directors in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (b) Any action which may be taken by Directors by vote may be taken without a meeting if that number of the Directors, or members of a committee, as the case may be, required for approval of such action at a meeting of the Directors or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directors.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested Interested Directors in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (b) Any action which may be taken by Directors by vote may be taken without a meeting if that number of the Directors, or members of a committee, as the case may be, required for approval of such action at a meeting of the Directors or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directors.by

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as or required under the 1940 Actby law, any action of by the Directors may Board shall be deemed effective if approved or taken at a meeting by vote of a majority of the Directors present (at a meeting of Directors at which a quorum being of Directors is present) , within or without the State of Delaware. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person, any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the DirectorsDirectors then in office. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Any committee Meetings of the Board may be called by the Chairman or by any two Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee and may be taken held on such date and at a meeting by vote of a majority of such time and place as the committee members present (a quorum being present)Board shall determine. With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and Each Director shall be entitled to vote receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the extent not prohibited by lack of notice or who shall execute a written waiver of notice with respect to the meeting. Subject to any applicable requirements of the 1940 Act. All , any meeting, regular or any one or more Directors special, may participate in a meeting of the Directors or any committee thereof be held by means of a conference telephone or similar communications equipment by means communication equipment, so long as all of which all persons the Directors participating in the meeting can hear each other; participation in a meeting pursuant one another and all such Directors shall be deemed to any such communications system shall constitute presence be present in person at such the meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (bc) Any action which may be taken by Directors by vote may be taken without a meeting if that At least one third (1/3) of the authorized number of Directors shall constitute a quorum for the Directorstransaction of business, or members except to adjourn a meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a committee, as majority of the case may be, required quorum for approval of such action at a meeting that meeting. (d) A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. (e) The Board of such committee Directors may establish by resolution, written consent to the action in writing and the written consents are filed with the records or otherwise, one or more committees of the meetings Board of Directors. Such consent The Board may designate from time to time agents and employees of the Master Portfolio who shall be treated for all purposes have the same powers and duties on behalf of the Master Portfolio (including the power to bind the Master Portfolio) as are customarily vested in officers of a vote taken at a meeting Delaware corporation, and designate them as officers of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directorsthe Master Portfolio.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as or required under the 1940 Actby law, any action of by the Directors may Board shall be deemed effective if approved or taken at a meeting by vote of a majority of the Directors present (at a meeting of Directors at which a quorum being of Directors is present) , within or without the State of Delaware. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person, any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the DirectorsDirectors then in office. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Any committee Meetings of the Board may be called by the Chairman or by any two Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee and may be taken held on such date and at a meeting by vote of a majority of such time and place as the committee members present (a quorum being present)Board shall determine. With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and Each Director shall be entitled to vote receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the extent not prohibited by lack of notice or who shall execute a written waiver of notice with respect to the meeting. Subject to any applicable requirements of the 1940 Act. All , any meeting, regular or any one or more Directors special, may participate in a meeting of the Directors or any committee thereof be held by means of a conference telephone or similar communications equipment by means communication equipment, so long as all of which all persons the Directors participating in the meeting can hear each other; participation in a meeting pursuant one another and all such Directors shall be deemed to any such communications system shall constitute presence be present in person at such the meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (bc) Any action which may be taken by Directors by vote may be taken without a meeting if that At least one third (1/3) of the authorized number of Directors shall constitute a quorum for the Directorstransaction of business, or members except to adjourn a meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a committee, as majority of the case may be, required quorum for approval of such action at a meeting that meeting. (d) A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. (e) The Board of such committee Directors may establish by resolution, written consent to the action in writing and the written consents are filed with the records or otherwise, one or more committees of the meetings Board of Directors. Such consent The Board may designate from time to time agents and employees of the Portfolio who shall be treated for all purposes have the same powers and duties on behalf of the Portfolio (including the power to bind the Portfolio) as are customarily vested in officers of a vote taken at a meeting Delaware corporation, and designate them as officers of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directorsthe Portfolio.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as or required under the 1940 Actby law, any action of by the Directors may Board shall be deemed effective if approved or taken at a meeting by vote of a majority of the Directors present (at a meeting of Directors at which a quorum being of Directors is present) , within or without the State of Delaware. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person, any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the DirectorsDirectors then in office. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Any committee Meetings of the Board may be called by the Chairman or by any two Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee and may be taken held on such date and at a meeting by vote of a majority of such time and place as the committee members present (a quorum being present)Board shall determine. With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and Each Director shall be entitled to vote receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the extent not prohibited by lack of notice or who shall execute a written waiver of notice with respect to the meeting. Subject to any applicable requirements of the 1940 Act. All , any meeting, regular or any one or more Directors special, may participate in a meeting of the Directors or any committee thereof be held by means of a conference telephone or similar communications equipment by means communication equipment, so long as all of which all persons the Directors participating in the meeting can hear each other; participation in a meeting pursuant one another and all such Directors shall be deemed to any such communications system shall constitute presence be present in person at such the meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (bc) Any action which may be taken by Directors by vote may be taken without a meeting if that At least one third (1/3) of the authorized number of Directors shall constitute a quorum for the Directorstransaction of business, or members except to adjourn a meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a committee, as majority of the case may be, required quorum for approval of such action at a meeting that meeting. (d) A majority of the Directors present, whether or of such committee not constituting a quorum, may adjourn any meeting to another time and place. (e) The Board may establish by resolution, written consent to the action in writing and the written consents are filed with the records or otherwise, one or more committees of the meetings Board. The Board may designate from time to time agents and employees of Directors. Such consent the Master Portfolio who shall be treated for all purposes have the same powers and duties on behalf of the Master Portfolio (including the power to bind the Master Portfolio) as are customarily vested in officers of a vote taken at a meeting Delaware corporation, and designate them as officers of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directorsthe Master Portfolio.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as or required under the 1940 Actby law, any action of by the Directors may Board shall be deemed effective if approved or taken at a meeting by vote of a majority of the Directors present (at a meeting of Directors at which a quorum being of Directors is present) , within or without the State of Delaware. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in Person, any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the DirectorsDirectors then in office. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Any committee Meetings of the Board may be called by the Chairman or by any two Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee and may be taken held on such date and at a meeting by vote of a majority of such time and place as the committee members present (a quorum being present)Board shall determine. With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and Each Director shall be entitled to vote receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the extent not prohibited by lack of notice or who shall execute a written waiver of notice with respect to the meeting. Subject to any applicable requirements of the 1940 Act. All , any meeting, regular or any one or more Directors special, may participate in a meeting of the Directors or any committee thereof be held by means of a conference telephone or similar communications equipment by means communication equipment, so long as all of which all persons the Directors participating in the meeting can hear each other; participation in a meeting pursuant one another and all such Directors shall be deemed to any such communications system shall constitute presence be present in person at such the meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (bc) Any action which may be taken by Directors by vote may be taken without a meeting if that At least one third (1/3) of the authorized number of Directors shall constitute a quorum for the Directorstransaction of business, or members except to adjourn a meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a committee, as majority of the case may be, required quorum for approval of such action at a meeting that meeting. (d) A majority of the Directors present, whether or of such committee not constituting a quorum, may adjourn any meeting to another time and place. (e) The Board may establish by resolution, written consent to the action in writing and the written consents are filed with the records or otherwise, one or more committees of the meetings Board. The Board may designate from time to time agents and employees of Directors. Such consent the Portfolio who shall be treated for all purposes have the same powers and duties on behalf of the Portfolio (including the power to bind the Portfolio) as are customarily vested in officers of a vote taken at a meeting Delaware corporation, and designate them as officers of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directorsthe Portfolio.

Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors. (b) Any action which may be taken by Directors by vote may be taken without a meeting if that number of the Directors, or members of a committee, as the case may be, required for approval of such action at a meeting of the Directors or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consent shall be treated for all purposes as a vote taken at a meeting of Directors. An approval communicated by a Director via email or any other electronic means shall constitute a consent in writing to an action which may be taken by Directors. A disapproval communicated by a Director via email or any other electronic means shall constitute a failure to consent in writing to an action which may be taken by Directors.