Common use of Action Without a Meeting Clause in Contracts

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members Managers consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers Trustees may be taken without a meeting meeting, if all written consents thereto are signed by a majority of the Board Members members of the Board, unless the consent thereto of a larger number is required pursuant to applicable law in writingwhich case the consents of such number shall be required, and such writing or writings written consents are filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersTrustees.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all members of the Board Members of Directors consent thereto in writing, and such writing or writings are filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersDirectors.

Action Without a Meeting. Any action which is required to be, or permitted to be which may be, taken at any annual, regular or special meeting of the Board of Managers or otherwise, may be taken without a meeting meeting, without prior notice and without a vote, if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records action so taken, shall be signed by all of the meetings Managers in office. Any such written consent may be executed in two or more counterparts, each of the Board of Managers. Such consent which shall be treated for deemed to be an original, but all purposes as of which shall constitute one and the act of the Board of Managerssame document.

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Managers may be taken without a meeting if by written action signed by all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of Managers comprising the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all members of the Board Members of Directors consent thereto in writing, and such writing or writings are filed with the records minutes of the meetings proceedings of the Board of ManagersDirectors. Such consent shall be treated for all purposes as the act of the Board of Managers[Section 141(f).]

Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at any a meeting may be taken without such meeting by the written consent of each Director then in office and entitled to vote on the matter. Any such written consent may be executed and given by electronic mail or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersDirectors.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers at a meeting may be taken without a such meeting if by the written consent of all the Board Members Managers then in office. Any such written consent thereto in writing, may be executed and such writing given by telecopy or writings are similar electronic means. Such written consents shall be filed with the records minutes of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act proceedings of the Board of Managers.

Action Without a Meeting. Any action which is required to be, or permitted to be which may be, taken at any annual, regular, or special meeting of the Board of Managers or otherwise, may be taken without a meeting meeting, without prior notice and without a vote if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records of the meetings of the Board of Managers. Such consent action so taken, shall be treated for signed by all purposes as the act Managers then in office. Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the Board of Managerssame document.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all members of the Board Members of Directors consent thereto in writingwriting or by electronic transmission, and such writing or writings or electronic transmissions are filed with the records minutes of the meetings proceedings of the Board of ManagersDirectors. Such consent filing shall be treated for all purposes as in paper form if the act of minutes are maintained in paper form and shall be in electronic form if the Board of Managersminutes are maintained in electronic form.

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Managers Directors of this corporation may be taken without a meeting if all and notice thereof by written action signed by the Board Members consent thereto in writing, and such writing or writings are filed with number of directors that would be required to take the records of the meetings same action at a meeting of the Board of ManagersDirectors at which all the directors were present, provided that the proposed action need not be approved by the shareholders and that the Articles of Incorporation so provide. The written action is effective when signed by the necessary number of directors, unless a different effective time is provided in the written action. Such consent shall written action may be treated for all purposes as the act of the Board of Managerstaken by counterparts.

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Managers may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by at least a majority of all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of Managing Directors (without regard to any vacancies). Action so taken is effective when sufficient Managing Directors approving the Board of Managers. Such action have signed the consent, unless the consent shall be treated for all purposes as the act of the Board of Managersspecifies a later effective date.

Action Without a Meeting. Any action that is required to be or permitted to may be taken at any a meeting of the Board of Managers Management Committee may be taken without a meeting if all the Board Members consent thereto consents in writing, and such writing or writings setting forth the action so taken, are filed with the records signed by all of the meetings of the Board of Managers. Such consent The consents shall be treated for all purposes have the same force and effect as the act of the Board of Managersa unanimous vote at a meeting duly held.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Managers directors may be taken without a meeting if all of the Board Members directors consent thereto to the action in writing, and such . The writing or writings are shall be filed with the records minutes of the meetings proceedings of the Board board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managersdirectors.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all a majority of the Board Members Managers consent thereto in writing; provided, and however, that if such writing or writings are filed with the records action is taken by less than unanimous written consent, notice of the meetings taking of such action must be given to those Managers who have not consented in writing within two days of the Board taking of Managerssuch action. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers or committee of Board of Managers may be taken without a meeting meeting, without prior notice and without a vote, if all of the Board Members of Managers or committee members entitled to vote thereon consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Management Board of Managers may be taken without a meeting meeting, without prior notice and without a vote, if all the Board Members a consent thereto in writing, setting forth the action so taken, is signed by all of the Representatives of each Member and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersCompany.

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Managers Supervisors, may be taken without a meeting and without a vote if all the Board Members a consent thereto or consents in writing, and such writing or writings are filed with setting forth the records of the meetings action so taken, is signed by members of the Board of Managers. Such consent shall Supervisors having not less than the minimum number of votes that would be treated for necessary to authorize or take such action at a meeting at which all purposes as the act members of the Board of ManagersSupervisors entitled to vote thereon were present and voted.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all of the members of the Board Members consent thereto in writing, and such writing or writings writing(s) are filed with the records of the meetings of the Board of ManagersBoard. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records action so taken, is signed by all of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersManagers then in office.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers or any committee thereof may be taken without a meeting if all members of the Board Members of Managers or committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersManagers or committee.

Action Without a Meeting. Any Subject to Section 3(j) of this Agreement, any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent number of Managers (including at least one of the OM(US)H Managers) required to take such action consents thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writing, writing and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all the Board Members a written consent thereto in writingis signed by all members of the Board, and such writing or writings are written consent is filed with the records minutes or proceedings of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all so long as notice of such action is provided to each Board Manager and the majority of the Board Members of Managers provides consent thereto in writing, writing or by electronic communication and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall will be treated for all purposes as the act of the Board of Managers. 7.1 3

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting meeting, if all a majority of the Board Members Managers consent thereto in writingwriting (or such higher percentage as may be required by law or elsewhere under this Agreement), and such the writing or writings are filed with the records minutes of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act proceedings of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted. Prompt notice of the Board Members taking of the action without a meeting by less than a unanimous written consent thereto shall be given by the Company to those Managers who have not consented in writing, and such the writing or writings are shall be filed with the records minutes of proceedings of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers may be taken without a meeting only if all both Managers, one being the Board Members HMA Manager and the other being the Foundation Manager, consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto in writing, and such writing or writings are by the Managers shall be filed with the records minutes of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act proceedings of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the (i) prior written notice of such proposed action is furnished to each Board Member, (ii) Board Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Board Members entitled to vote thereon were present and voted consent thereto in writing, writing and (iii) such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall will be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members a consent thereto in writing, and setting forth the action so taken, shall be signed by the number of Managers that would otherwise be required to approve such writing action at a regular or writings are filed with the records of the meetings special meeting of the Board duly called and held for such purpose. Prompt notice of any action so taken by consent in writing without a meeting shall be given by the Company to those Managers. Such , if any, who do not join in such written consent; provided, that, any such action by written consent shall be treated for require the signature of all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted ------------------------ to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all members of the Board Members of Directors consent thereto in writing, and such writing or writings are filed with the records minutes of the meetings proceedings of the Board of ManagersDirectors. Such consent shall be treated for all purposes as the act of the Board of Managers[Section 141(f).]

Action Without a Meeting. Any Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board of Managers or of any committee thereof may be taken without a meeting meeting, if all members of the Board Members of Managers or committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersManagers or committee.

Action Without a Meeting. Any action required or ---------- ------------------------ permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all the Board Members a written consent thereto in writingis signed by all members of the Board, and such writing or writings are written consent is filed with the records minutes or proceedings of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members Directors consent thereto in writing, and such writing or writings are filed with the records by facsimile, e-mail, scanned image or any other means of the meetings electronic transmission, any and all of the Board of Managerswhich will be deemed written and signed. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action which may be required or permitted to be taken at any a meeting of the Board of Managers Directors may be taken without a meeting if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records of action so taken is signed by all the meetings members of the Board of Managers. Such Directors; such consent shall be treated for all purposes as placed in the act minute book of the Association with the minutes of the Board of ManagersDirectors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

Action Without a Meeting. Any action required or permitted to that could be taken at any a meeting of the Board of Managers may be taken without a meeting if one or more written consents setting forth the action so taken are signed by all Directors. Actions taken by written consent are effective when the Board Members last Director signs the consent, unless the consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managersspecifies a later effective date.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members a unanimous consent thereto in writing, and such setting forth the action so taken, shall be signed by all Managers. Such writing or writings are shall be filed with the records minutes of proceedings of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings members of the Board of ManagersManagers consent in writing to the adoption of a resolution authorizing the action. Such consent The resolution and the written consents thereto by the members of the Board of Managers shall be treated for all purposes as filed with the act minutes of the proceedings of the Board of Managers.

Action Without a Meeting. Any action required or permitted to that may be taken by the Management Board at any a meeting of the Board of Managers may be taken without a meeting if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records action so to be taken, shall be signed by all the members of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersManagement Board.

Action Without a Meeting. Any action required or permitted ------------------------ to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writing, writing and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members Managers consent thereto in writing, and . Any such writing or writings are written consents shall be filed with the records minutes of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managersproceedings.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members Directors consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of the Board of Managers Directors may be taken without a meeting if all members of the Board Members of Directors consent thereto in writing, and such writing or writings are filed with the records minutes of the meetings proceedings of the Board of ManagersDirectors. Such consent shall be treated for all purposes as the act of the Board of Managers[Section 141(f).]

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members a consent thereto in writing, and such writing or writings are filed with setting forth the records action so taken shall be signed by Managers representing the requisite number of votes that would be required to take the meetings applicable action at a meeting of the Board of Managers. Such Managers at which all of the Managers were present, and, when so signed, such written consent shall be treated for all purposes as constitute the act approval of the Board of ManagersManagers of such action, and notice of any such action taken shall be provided to those Managers who have not consented in writing promptly following the taking of such action.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all a consent or consents in writing setting forth the Board Members consent thereto in writing, and action so taken shall be signed by the number of Managers that would otherwise be sufficient to approve such writing or writings are filed with the records action at a duly convened meeting of the meetings Board. Prompt notice of the Board of Managers. Such such written consent shall be treated for all purposes as given by the act of the Board of Company to those Managers, if any, who do not join in such written consent.

Action Without a Meeting. Any Notwithstanding anything to the contrary in this Agreement, any action required or permitted to that may be taken at any a meeting of the Board of Managers may be taken without a meeting if a consent in writing setting forth the action so taken is approved by all the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of Managers, which consent may be executed in multiple counterparts. In the Board of Managers. Such consent event any action is taken pursuant to this Section 9.12, it shall not be treated for all purposes as the act of the Board of Managersnecessary to comply with any notice or timing requirements set forth in Section 9.11.

Action Without a Meeting. Any Unless otherwise provided by this Operating Agreement, any action required or permitted to be taken at any meeting of the Board of Managers or any committee thereof may be taken without a meeting if all the Managers of the Board Members of Managers or all the members of any committee, as the case may be, consent thereto in writing, and such the writing or writings are filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersManagers or committee.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members a consent thereto in writing, and such setting forth the action so taken, shall be signed by all Managers. The writing or writings are evidencing the action by written consent shall be filed with the records minutes of proceedings of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action Action required or permitted to be taken at any meeting of the a Board of Managers Managers’ meeting may be taken without a meeting if the action is taken by all the Board Members consent thereto in writing, and such writing or writings are filed with the records members of the meetings Board. The action must be evidenced by one or more written consents describing the action taken, signed by each member of the Board of Managers, and included in the minutes or filed with the Company records reflecting the action taken. Such consent Action taken under this section shall be treated for all purposes as effective when the act last member of the Board of ManagersManagers signs the consent, unless the consent specifies a different effective date. Such a consent has the effect of a meeting vote and may be described as such in any document.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers or any committee at a meeting may be taken without such meeting by the written consent or consent by Electronic Transmission of a meeting if all majority of the Board Members Managers or members of such committee then in office, except to the extent that the vote of a higher number of Managers is required by this Agreement or applicable law. Any written consent thereto in writingmay be executed and given by facsimile, telecopy or similar means. Such written consents and such writing or writings are consents by Electronic Transmission shall be filed with the records minutes of the meetings proceedings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers may be taken without a meeting if all of the members of the Board Members of Managers consent thereto in writing, and such writing or writings are filed with the records of the meetings of . Such written consents shall be maintained by the Board of Managers. Such consent Managers at the principal office of the Company and unless otherwise specified shall be treated for all purposes as effective on the act date when the first counterpart of the Board of Managersconsent is so delivered.

Action Without a Meeting. Any Subject to Section 3(j) of this Agreement, any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent number of Managers (including at least one of the OMAM Managers) required to take such action consents thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the members of the Board Members consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board board or of Managerssuch committee. Such consent shall be treated for all purposes as the act of the Board of ManagersBoard.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting meeting, if all written consents thereto are signed by a majority of the Board Members members of the Board, unless the consent thereto of a larger number is required pursuant to applicable law in writingwhich case the consents of such number shall be required, and such writing or writings written consents are filed with the records minutes of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act proceedings of the Board of Managers.

Action Without a Meeting. Any Pursuant to the Act, any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Board Members consent thereto in writingmeeting, without prior notice, and such without a vote if a consent or consents in writing or writings are filed with setting forth die action so taken shall be signed by not less than the records minimum number of the meetings votes of the Board of Managers. Such consent shall , that would be treated for necessary to take such action at a meeting ofthe Board of Managers at which all purposes as the act of the Board of ManagersManagers were present.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Managers may be taken without a meeting if all the Board Members those entitled to vote thereon consent thereto in writingwriting to such action, and if such writing or writings written consents are filed with the records of the meetings of the Board of ManagersCompany. Such consent consents shall be treated for all purposes as the act of the Board of Managersa vote at a meeting.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting meeting, without prior notice and without a vote, if all the Board Members a consent thereto or consents in writing, and setting forth the action so taken shall be signed Directors that would be sufficient to approval such writing or writings are filed with the records action at a duly conveyed meeting of the meetings Board. Prompt notice of the Board of Managers. Such such written consent shall be treated for all purposes as given by the act of the Board of ManagersCompany to those Directors, if any, who do not join in such written consent.

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Managers may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all of the Board Members consent thereto Managers and delivered to the Company for inclusion in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersCompany.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all reasonable prior written notice (which may include notice by electronic mail) thereof is given (and in no event less than seventy-two (72) hours prior written notice is given absent exigent circumstances) to each of the Board Members, and at least the number of Board Members who would be required to approve or authorize such action at a meeting at which all Board Members entitled to vote thereon were present and voted consent thereto in writing, writing or by electronic communication and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall will be treated for all purposes as the act of the Board of Managers.

Action Without a Meeting. Any decision or action required or permitted to which could be taken at any a meeting of the Board of Managers Directors may be taken without a meeting if a written consent setting forth the decision or action so taken is signed by all Board members. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the Board Members same document. Any such written consent thereto shall be inserted in writing, and such writing or writings are filed with the records minute book as if it were the minutes of the meetings a meeting of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of ManagersDirectors.