Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Actions of Board. Subject to applicable Law and the terms of this Agreement, all matters before the Board shall require a majority of the votes of the Directors present at a meeting in which there is a quorum. In the absence of a quorum for any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all of the Directors consent thereto in writing.
Actions of Board. No failure to designate an individual to serve as a director of the Board resulting in one or more vacancies on the Board shall impact, limit or restrict the ability of the Board to act, and no such vacancy shall cause to be invalid any action taken by the Board during the period of such vacancy.
Actions of Board. ..5 Section 9. Meetings by Means of Conference Telephone.....................................................5 Section 10. Committees...................................................................................6 Section 11. Executive Committee..........................................................................6 Section 12. Compensation.................................................................................6 Section 13.
Actions of Board. .. 16 Section 7.
Actions of Board. Any determination by the Board as to any question with respect to this Agreement will be final and binding on the Optionee. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. In addition to any other rights of indemnification, each Board member shall be indemnified by the Company against reasonable expenses (including attorneys' fees) actually and necessarily incurred in connection with the defense of any action, suit or proceeding (or in connection with any appeal) to which such person may be a party by reason of an action taken, or any failure to act, in connection with this Agreement and the Stock Option granted under it. This indemnification shall further extend to all amounts paid by any Board member either in a settlement approved by independent legal counsel selected by the Board or pursuant to a judgment in any such action, suit or proceeding, provided that the Board member acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company. Any action taken by the Board under this Agreement may be made without notice or meeting of the Board in a writing signed by all members of the Board. [g] Amendment. This Agreement may be amended only by a written instrument signed by both parties.
Actions of Board. 13 Section 12. Approvals . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 13.
Actions of Board. UNLESS OTHERWISE PROVIDED BY THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THESE BY-LAWS, ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT ANY MEETING OF THE BOARD OF DIRECTORS OF THE CORPORATION, OR OF ANY COMMITTEE(S) THEREOF, MAY BE TAKEN WITHOUT A MEETING, IF ALL THE MEMBERS OF THE BOARD OF DIRECTORS, OR OF SUCH COMMITTEE(S), AS THE CASE MAY BE, CONSENT THERETO IN WRITING, AND SUCH WRITING(S) IS FILED WITH THE MINUTES OF PROCEEDINGS OF THE BOARD OF DIRECTORS, OR OF SUCH COMMITTEE(S), OF THE CORPORATION. ANY SUCH WRITTEN CONSENT TO ACTION OF THE BOARD OF DIRECTORS, OR OF SUCH COMMITTEE(S), SHALL BE EFFECTUATED BY THE SIGNATURE OF THE MEMBER LASTLY CONSENTING THERETO IN WRITING, UNLESS THE CONSENT OTHERWISE SPECIFIES A PRIOR OR SUBSEQUENT EFFECTIVE DATE.
Actions of Board. Any determination by the Board as to any question with respect to this Agreement will be final and binding on the Optionee. All actions taken and all interpretations and determinations made by the Board in good faith shall be final and binding upon the Optionee, the Company and all other interested persons. In addition to any other rights of indemnification, each Board member shall be indemnified by the Company against reasonable expenses (including attorneys' fees) actually and necessarily incurred in connection with the defense of any action, suit or proceeding (or in connection with any appeal) to which such person may be a party by reason of an action taken, or any failure to act, in connection with this Agreement and the Stock Option granted under it. This indemnification shall further extend to all amounts paid
Actions of Board. Unless otherwise provided by the Restated Articles of Incorporation of the Corporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors of the Corporation, or of any committee(s) thereof, may be taken without a meeting, if all the members of the Board of Directors, or of such committee(s), as the case may be, consent thereto in writing, and such writing(s) is filed with the minutes of proceedings of the Board of Directors, or of such committee(s), of the Corporation. Any such written consent to action of the Board of Directors, or of such committee(s), shall be effectuated by the signature of the member lastly consenting thereto in writing, unless the consent otherwise specifies a prior or subsequent effective date.
