Common use of Action by Board Clause in Contracts

Action by Board. (i) A meeting of the Board shall be held at least quarterly, at such time and place as shall be designated by the Chairman of the Board or by a majority of the Board. Other meetings of the Board may be called by the Manager, by the Chairman of the Board or by any Board member. All meetings shall be held upon at least two business days' written notice (with confirmed receipt) to all Board members. Notice of a meeting need not be given to any Board member who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Board member. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Meetings of the Board may be held at any place within or without the State of Delaware which has been designated in the notice of the meeting or at such place as may be approved by the Board. Notwithstanding the foregoing provisions of this paragraph (i), any meetings of the Board shall be held in Houston, Texas or Birmingham, Alabama unless otherwise required by law or agreed to by the Board. Board members may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment, so long as all Board members participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. The presence of a majority of the members of the entire Board constitutes a quorum of the Board for the transaction of business with respect to such matter. (ii) Except as otherwise specifically set forth herein, the vote of a majority of the Board members present shall constitute the act of the Board; provided, that such majority of the Board members voting (which vote constitutes the act of the Board) includes at least one Board member appointed by each Member. (iii) Any action required or permitted to be taken by the Board may be taken by the Board without a meeting. Such action by written consent shall have the same force and effect as if taken at a meeting of the Board. The text of any such proposed action shall be sent to all members of the Board.