Common use of Directors’ Consent in Lieu of Meeting Clause in Contracts

Directors’ Consent in Lieu of Meeting. Unless otherwise restricted by the Articles or these By-laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if one or more written consents, setting forth the action so taken, are given by all the members of the Board or committee, either before or after the action taken, and such consent is filed with the minutes of proceedings of the Board or committee. Action taken by written consent of Directors without a meeting is effective when the last Director gives the consent, unless the consent specifies a later effective date.

Directors’ Consent in Lieu of Meeting. Unless otherwise ------------------------------------- restricted by the Articles Certificate or these By-lawsBylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if one or more written consents, setting forth the action so taken, are given signed by all the members of the Board or committee, either before or after the action taken, and such consent is filed with the minutes of proceedings of the Board or committee. Action taken by written consent of Directors directors without a meeting is effective when the last Director gives director signs the consent, unless the consent specifies a later effective date.