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

Actions of the Board of Directors. The parties shall take all actions --------------------------------- necessary to provide that: (a) The By-Laws of the Company shall provide that the presence of a majority of the directors shall be necessary to constitute a quorum at any meeting of the Board of Directors. (b) The By-Laws of the Company shall also provide that any action of the Board of Directors requires the vote of a majority of the directors present at a meeting with respect to which a quorum is in attendance. (c) The By-Laws of the Company shall further provide that the Board of Directors may only take actions with respect to matters described as proposed subjects for action in the written notice of meeting circulated as provided in the By-Laws; provided, however, that the By-Laws shall also provide that this -------- ------- limitation can be waived by the majority vote of the directors in attendance at a meeting of the Board of Directors with respect to which (i) a quorum, (ii) at least one designee of Xxxxx and (iii) at least one designee of Fargo are present.