Common use of Action Without Meeting Clause in Contracts

Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and voted.

Action Without Meeting. Any action permitted or required by law, the Certificate of Formation, or permitted this Agreement to be taken at a Board meeting may be taken without a meeting, without prior notice and without meeting if Members having not fewer than the minimum votes that would be necessary to take the action at a vote if a meeting at which all Members were present consent or consents in writing, setting forth the action so to be taken, shall be and signed by the directors having not less than Members. Any action by written consent shall have the minimum number same force and effect as a vote of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Members.

Action Without Meeting. Any action required or permitted to that may be taken at a Board any meeting of Shareholders may be taken without a meeting, meeting and without prior notice and without a vote if a consent or consents in writing, writing setting forth the action so taken, shall be taken is signed by the directors holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take such that action at a meeting at which all directors Shares entitled to vote thereon on that action were present and voted. All such consents shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of any committee designated by the Management Directors may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be is signed by all the directors having not less than members of the minimum number of votes that would be necessary to authorize or take committee, and such action consent shall have the same force and effect as a unanimous vote at a meeting at which all directors entitled to vote thereon were present and votedmeeting.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the Directors may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be is signed by all the directors having not less than Management Directors, or members of the minimum number of votes that would be necessary to authorize or take committee, as the case may be, and such action consent shall have the same force and effect as a unanimous vote at a meeting at which all directors entitled to vote thereon were present and votedmeeting.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting or of any committee thereof may be taken without a meetingmeeting if all the members of the Board or committee thereof, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize the Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee thereof.

Action Without Meeting. Any Unless otherwise restricted by statute, the Certificate of Formation or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting of Managers or of any committee thereof may be taken without a meetingmeeting if all Managers or members of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize the Board of Managers or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors managers entitled to vote thereon were present and voted.

Action Without Meeting. Any Unless otherwise restricted by the Certificate or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present consent thereto in writing and votedsuch written consent is filed with the minutes of proceedings of the Board.

Action Without Meeting. Any Unless otherwise restricted by the Certificate or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice meeting if all members of the Board consent thereto in writing and without a vote if a such written consent or consents in writing, setting forth is filed with the action so taken, shall be signed by minutes of proceedings of the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted by the Act to be taken at a meeting of the Board of Managers, or any action which may be taken at a meeting of the Board of Managers, may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum same number of votes that Managers which would be have been necessary to authorize or take approve such action if a meeting had been held. Such consent shall have the same force and effect as if adopted at a duly called meeting at which all directors entitled to vote thereon were present and votedof the Board of Managers.

Action Without Meeting. Any action required or permitted by the Act or this Agreement to be taken at a Board Members’ meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors Members entitled to vote thereon were present and voted.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote meeting if a written consent or consents in writing, setting forth the action so taken, shall be thereof is signed by all members of the directors having not less than Board of Directors or of such committee, as the minimum number case may be, and such written consent is filed with the minutes of votes that would be necessary to authorize proceedings of the Board of Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any (a) Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote if a all members of the Board or committee, as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of proceedings of the minimum number of votes that would be necessary to authorize Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to that can be taken at a meeting of the Board of Managers, or any action which may be taken at a meeting of the Board of Managers, may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a Super Majority Vote of the directors having not less than Board of Managers. Such consent shall have the minimum number of votes that would be necessary to authorize or take such action same force and effect as if adopted at a duly called meeting at which all directors entitled to vote thereon were present and votedof the Board of Managers.

Action Without Meeting. Any Unless otherwise restricted by these By-laws, any action required or permitted to be taken at a any meeting of the Board meeting or of any committee thereof may be taken without a meetingmeeting if all Directors or members of such committee, without prior notice as the case may be, consent thereto in writing or by electronic transmission, and without a vote if a consent the writings or consents in writing, setting forth electronic transmissions are filed with the action so taken, shall be signed by minutes of proceedings of the directors having not less than the minimum number of votes that would be necessary to authorize Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote meeting if a written consent or consents in writing, setting forth the action so taken, shall be thereto is signed by all members of the directors having not less than Board of Directors or of such committee, as the minimum number case may be, and such written consent is filed with the minutes of votes that would be necessary to authorize proceedings of the Board of Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any Unless otherwise restricted by statute, the Certificate of Formation or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting of Managers or of any committee thereof may be taken without a meetingmeeting if all Managers or members of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of proceedings of the minimum number Board of votes that would be necessary to authorize Managers or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Trustees may be taken without a meeting, without prior notice and without a vote unless otherwise required by the 1940 Act, if a all the Trustees consent or consents to the action in writing, setting forth and such written consents are filed with the action so taken, minutes of proceedings of the Board of Trustees. Such consents shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at treated as a meeting at which vote for all directors entitled to vote thereon were present and votedpurposes.

Action Without Meeting. Any action required or permitted to be taken at a any meeting by the Board meeting of Directors or any committee thereof, as the case may be, may be taken without a meeting, without prior notice and without a vote meeting if a consent thereto is signed or consents in writingtransmitted electronically, setting forth as the action so takencase may be, shall be signed by all members of the directors having not less than Board or of such committee, as the minimum number case may be, and the writing or writings or electronic transmission or transmissions are filed with the minutes of votes that would be necessary to authorize proceedings of the Board of Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any Unless otherwise restricted by the Certificate of Formation or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice meeting if all members of the Board consent thereto in writing and without a vote if a such written consent or consents in writing, setting forth is filed with die minutes of proceedings of the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any Unless otherwise specifically prohibited by the Certificate of Formation or this Agreement, any action required or permitted to be taken at a Board any meeting of the Management Committee or of any subcommittee thereof may be taken without a meeting, without prior notice and without a vote meeting if a consent the action is evidenced by one or more written consents in writingsigned by the number of Managers required to approve such action, setting forth the action so taken, shall be signed by and filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize the Management Committee or take such action at a meeting at which all directors entitled to vote thereon were present and votedsubcommittee.

Action Without Meeting. Any Unless otherwise restricted by this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, meeting and without prior notice if all members of the Board consent thereto in writing and without a vote if a such written consent or consents in writing, setting forth is filed with the action so taken, shall be signed by minutes of proceedings of the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any Unless prohibited by any applicable Laws, any action required or permitted to be taken at a any meeting of the Governing Board meeting may be taken without a meeting, without prior notice meeting and without a vote notice if a all members of the Governing Board consent or consents thereto in writing, setting forth and the action so taken, writing is filed with the minutes of proceedings of the Governing Board. Any such written consent shall be signed by effective as of the directors having not less than date specified therein, or if no date is specified, on the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voteddate when the consent is expressed.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all of the Advisors consent or consents thereto in writing, setting forth and such writing is filed with the action so taken, shall be signed by minutes of proceedings of the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any The board of directors or any committee thereof may take any action required without a meeting if all directors or permitted members of the committee, as the case may be, consent to the action in writing. The writing or writings shall be taken at filed with the minutes of the board of directors. Such a Board meeting consent may be taken without a meeting, without prior notice and without a vote if a consent or consents signed in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedcounterparts.

Action Without Meeting. Any action required or permitted to be taken by the Board at a Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a two‐thirds of the total number of Directors consent or in writing to such action. Such written consents in writing, setting forth must be filed with the official minutes of the Board. Any action so taken, taken shall be signed by have the directors having not less than the minimum number of votes that would be necessary to authorize or take such same force and effect as action taken at a meeting of the Board duly called and at which all directors entitled to vote thereon were present and votedquorum was present.

Action Without Meeting. Any action required or permitted to be taken at a The Board meeting of Directors may be taken act without a meeting, without prior notice notice, and without a vote if a if, prior or subsequent to such action, all members of the Board of Directors shall consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary writing to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedaction.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the Directors may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the meeting by written action so taken, shall be signed by all of the directors having not less than Directors. The written action is effective when signed by all the minimum number of votes that would be necessary to authorize or take such action at Directors, unless a meeting at which all directors entitled to vote thereon were present and voteddifferent effective time is provided in the written action.

Action Without Meeting. Any Unless otherwise specified herein, any action required or permitted to be taken at a meeting of the Board meeting or of any committee thereof, may be taken without a meeting, without prior notice and without a vote if a all members of the Board or committee thereof, consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary writing to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedaction.

Action Without Meeting. Any action required or permitted to be taken at a by the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents in writing, setting forth shall have the action so taken, same effect as a unanimous vote of the Board and shall be signed by filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Board.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Governance Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so is evidenced by one or more written consents describing the action to be taken, shall be signed by all Member Representatives. Action taken under this is effective when all Member Representatives have signed the directors having not less than consent, unless the minimum number of votes that would be necessary to authorize or take such action at consent specifies a meeting at which all directors entitled to vote thereon were present and voteddifferent effective date.

Action Without Meeting. Any Unless otherwise restricted by the Certificate of Formation or this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice meeting if all members of the Board consent thereto in writing and without a vote if a such written consent or consents in writing, setting forth is filed with the action so taken, shall be signed by minutes of proceedings of the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted by this Agreement or by applicable law to be taken at a meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote if a consent . The action shall be evidenced by one or more written consents in writing, setting forth describing the action so taken, signed by a majority of the current Board Members appointed pursuant to Section 4.1. Such action shall be signed by effective as of the directors having not less than date specified in the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedwritten consent.

Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board meeting or of any committee thereof may be taken without a meetingmeeting if all Directors or members of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of proceedings of the minimum number of votes that would be necessary to authorize Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a Board any meeting of the Managers or of any committee thereof may be taken without a meeting, without prior notice if all of the Managers or members of the committee, as the case may be, consent thereto in writing or by electronic transmission, and without a vote if a consent the writing or consents in writingwritings or electronic transmission or transmissions are filed with the minutes of proceedings of the Managers, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all of the Directors consent thereto in writing or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedelectronic transmission.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting or any committee thereof may be taken without a meetingmeeting if all of the members of the Board or of any such committee consent thereto in writing or as otherwise permitted by law and, without prior notice and without a vote if a consent required by law, the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by minutes or proceedings of the directors having not less than the minimum number Board or of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors may be taken without a meeting, without prior notice and without a vote meeting if a consent the action is taken by all members of the Board. The action must be evidenced by one or more written consents in writing, setting forth writing or by electronic transmission describing the action so taken, shall be signed by each director, and delivered to the directors having not less than Corporation for inclusion in the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedminute book.

Action Without Meeting. Any action required or permitted to be taken at a meeting of any committee designated by the Board meeting of Directors may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be is signed by all the directors having not less than members of the minimum number committee and filed with the minutes of votes that would be necessary to authorize or take such action the committee proceedings. Such consent shall have the same force and effect as a unanimous vote at a meeting at which all directors entitled to vote thereon were present and votedmeeting.

Action Without Meeting. Any action required or permitted to be taken at a by the Board meeting of Directors, may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents in writing, setting forth the action so taken, shall be signed filed with the minutes of the proceedings of the Board. Such action by written consent shall have the directors having not less than the minimum number same force and effect as a unanimous vote of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voteddirectors.

Action Without Meeting. Any Unless otherwise restricted by this Agreement, any action required or permitted to be taken at a by the Board meeting of Directors or any committee thereof may be taken without a meeting, without prior notice and without a vote if a majority (including in any event the Series A Director, if any) of the Directors or members of such committee, as the case may be, consent thereto in writing or consents in writingby electronic transmission, setting forth and the action so taken, shall be signed by writing or writings or electronic transmission or transmissions are filed with the directors having not less than minutes of proceedings of the minimum number Board of votes that would be necessary to authorize Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Managers or of any committee thereof may be taken without a meeting, without prior notice and without a vote if a written consent or consents in writing, setting forth the action so taken, shall be thereto is signed by all Managers or all members of such committee, as the directors having not less than case may be, and such written consent is filed with the minimum number minutes of votes that would be necessary to authorize proceedings of the Board of Managers or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action Action required or permitted to be taken at a Board meeting of Members (collectively or by class, as the case may be) may be taken without a meeting, meeting without prior notice and without a vote vote, if a consent or consents in writing, writing setting forth the action so taken, shall be signed by the directors having not less than the holders of a minimum number of votes that would be necessary to authorize or take approve such action at a meeting at which all directors entitled to vote thereon were present and votedof the Members.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meetingmeeting if all members of the Board of Directors or of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of the minimum number Board of votes that would be necessary to authorize Directors or take of such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted by law to be taken at a Board meeting of shareholders, or any action which may be taken at a meeting of shareholders, may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, writing setting forth the action so taken, to be taken shall be signed by all of the directors 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 directors shareholders entitled to vote thereon were present with respect to the subject matter thereof, and votedsuch written consent is filed with the minutes of the proceedings of the shareholders.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meetingmeeting if all members of the Board of Directors or of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so takenwriting or writings are filed with the minutes of proceedings of the Board of Directors, shall be signed by the directors 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 directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting or of any committee thereof may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth writing shall evidence a majority of the action so taken, shall be signed by the directors having not less than the minimum number of votes represented by the Directors, provided that would be necessary to authorize at least one LGP Director and one CVC Director consent thereto, and the writing or take such action at a meeting at which all directors entitled to vote thereon were present and votedwritings are filed with the minutes of proceedings of the Board or committee.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the directors may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors 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 directors entitled to vote thereon were present and votedwith respect to the subject matter thereof.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting by the Holders may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents consented to in writing, setting forth writing by Holders of the action so taken, shall be signed by aggregate principal amount of the directors having not less than the minimum number of votes Notes then outstanding that would be necessary to authorize or take such action at a meeting at which all directors entitled Holders having a right to vote thereon were present and voted.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, writing setting forth the action so taken, shall be signed by the directors 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 directors Members entitled to vote thereon were present and voted.

Action Without Meeting. Any action required or permitted to that may be taken at a Board meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so to be taken, shall be signed before the action by the directors 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 directors entitled to vote thereon were present and votedRepresentatives.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors may be taken without a meeting, without prior notice meeting if all of the members of the Board of Directors consent thereto in writing and without a vote if a consent the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by minutes of proceedings of the directors having not less than the minimum number Board of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedDirectors.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote if a all of the members of the Board consent or consents in writing, setting forth to the action so taken, shall be signed in writing or by electronic transmission and the directors having not less than written consents and hard copies of the minimum number electronic transmissions are filed with the minutes of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe proceedings of the Board.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meetingmeeting if all members of the Board of Directors or of such committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth or by electronic transmission and the action so takenwriting or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, shall be signed by the directors 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 directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting or any committee thereof, as the case may be, may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which is consented to in writing or by Electronic Transmission by all directors entitled to vote thereon were present members of the Board or of such committee and votedfiled with the minutes of proceedings of the Board or committee.

Action Without Meeting. Any action Action required or permitted to be taken at a meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so is taken by a majority of all the Directors. The action must be evidenced by one or more written consents signed by such Directors before or after such action, describing the action taken, shall and included in the minutes or filed with the Company records. The consent of a Director may be signed in electronic form bearing the Director's electronic signature and delivered to the Company by e-mail or other electronic means to such address as is determined by or under the directors having not less than authority of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Board consent or consents thereto in writing, setting forth the action so taken, . Such writing or writings shall be signed by filed with the directors having not less than minutes of proceedings of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted to be taken or which may be taken at a Board any meeting of the Investment Committee may be taken without a meeting, without prior notice and without a vote vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by a majority of the directors having not less than the minimum authorized number of votes that would be necessary to authorize or take members of the Investment Committee and such action at a meeting at which all directors entitled to vote thereon were present and votedwritten consent is filed with the minutes of proceedings of the Investment Committee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of any committee of the Board meeting of Directors may be taken without a meeting, without prior notice meeting if all of the members of such committee consent thereto in writing and without a vote if a consent the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by the directors having not less than the minimum number minutes of votes that would be necessary to authorize or take proceedings of such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meetingmeeting if all members of the Board of Directors or of such committee, without prior notice as the case may be, consent thereto in writing and without a vote if a consent the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by minutes of proceedings of the directors having not less than the minimum number Board of votes that would be necessary to authorize Directors or take of such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken by the directors without a meeting, without prior notice and without a vote meeting if a unanimous consent or consents in writing, setting forth the unanimously approved action so taken, shall be is signed by all the directors 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 directors entitled to vote thereon were present with respect to the subject matter thereof and votedxxxx recorded in the corporate records.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice if all members of the Board or committee, as the case may be, consent thereto in writing (or if such consent is expressed via electronic transmission in a manner prescribed by law), and without a vote if a consent the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by minutes of proceedings of the directors having not less than the minimum number Board of votes that would be necessary to authorize Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to ------------ ---------------------- be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action actions so taken, shall be signed by all members of the directors having not less than Board or such committees, as the minimum number case may be, and such written consent is filed with the minutes of votes that would be necessary to authorize the Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a by the Local Governing Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Governing Board individually or collectively consent in writing to such action. Such written consent or consents in writing, setting forth shall have the action so taken, same force and effect as a unanimous vote of the Local Governing Board and shall be signed by filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Local Governing Board.

Action Without Meeting. Any Unless specifically prohibited by the Articles, any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice notice, and without a vote if a consent or consents consent, in writing, setting forth the action so taken, shall be is signed by the directors 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 directors entitled to vote thereon were present and votedMember.

Action Without Meeting. Any Unless otherwise provided in the Act, any action required or permitted to be taken at a by the Board meeting may be taken without a meeting, without prior notice and without a vote vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by taken and bearing the directors having not less than dates and the minimum number signature of votes that would be necessary to authorize all of the Managers are filed in the book or take such action at a meeting at books in which all directors entitled to vote thereon were present and votedCompany proceedings are recorded.

Action Without Meeting. Any action required or permitted to which may be taken by the Board at a Board meeting may be taken without a meeting, without prior notice and without a vote meeting by the unanimous written consent of all the Representatives if a consent or consents in writing, setting forth the action so is evidenced by one or more written consents describing the action taken, shall be signed off by or on behalf of all the Representatives. Action taken under this Section is effective when all consents have been signed by or on behalf of all the directors having not less than Representatives, unless the minimum number of votes that would be necessary to authorize or take such action at consent specifies a meeting at which all directors entitled to vote thereon were present and voteddifferent effective date.

Action Without Meeting. Any action required or permitted to be taken at a by the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Board shall individually or collectively consent inwriting to such action. Such consent or consents in writing, setting forth shall have the action so taken, same effect as a unanimous vote of the Board and shall be signed by filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Board.

Action Without Meeting. Any action required or permitted to be taken at a any meeting by the Board meeting of Directors may be taken without a meeting, without prior notice a vote and without a vote prior notice, if a consent thereto is signed or consents in writingtransmitted electronically by a majority of the members of the Board of Directors and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors; provided, setting that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the action so taken, shall be signed electric transmission or transmissions were authorized by the directors 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 directors entitled to vote thereon were present and voteddirector.

Action Without Meeting. Any action required or permitted to be taken at a any meeting by the Board meeting of Directors or may be taken without a meeting, without prior notice and without a vote meeting if a consent thereto is signed or consents in writingtransmitted electronically, setting forth as the action so takencase may be, shall be signed by the directors having not less than the minimum number of votes that members of the Board whose approval would be necessary to authorize or take such action at a meeting at which required if all directors entitled to vote thereon then in the office were present at such meeting and votedthe writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.

Action Without Meeting. Any action required or permitted to be taken at a Board any meeting of the Board, or of any committee thereof, may be taken without a meeting, without prior notice and without a vote meeting if a written consent or consents in writing, setting forth the action so taken, shall be thereto is signed by all members of the directors having not less than Board, or of such committee, as the minimum number case may be, and such written consent is filed with the minutes of votes that would be necessary to authorize proceedings of the Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any The board of directors may take any ---------------------- action which they are required or permitted to be taken at a Board meeting may be taken take by law without a meeting, without prior notice and without a vote if a consent or consents in writingmeeting on written consent, setting forth the action so taken, shall be taken and signed by all of the directors 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 directors entitled to vote thereon were present and votedxxxxxxx.

Action Without Meeting. Any action required or permitted by the Act to be taken at a meeting of the Board meeting of Directors or a committee thereof may be taken without a meetingmeeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, without prior notice signed by each director or committee member and without retained by the corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date. A consent signed under this Section has the effect of a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedmay be described as such in any document.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting Meeting may be taken without a meeting, Board Meeting and without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed is evidenced by a unanimous written consent of the directors 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 directors entitled to vote thereon were present and votedDirectors.

Action Without Meeting. Any action required or permitted to be taken at a by the Board meeting may be taken without a meeting, without prior notice meeting if all of the Directors consent to the action in writing and without the consents are filed with the records of the Board meetings. Such consent shall be treated for all purposes as a vote if a consent or consents in writing, setting forth of the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action Directors at a meeting at which all directors entitled to vote thereon were present and votedmeeting.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the executive committee may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the executive committee. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall be signed by placed in the directors 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 directors entitled to vote thereon were present and votedminutes book.

Action Without Meeting. 8.1. Any action required or permitted to be taken at a Board any meeting of the Board, may be taken without a meeting, without prior notice meeting if all Directors of the Board consent thereto in writing and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by writing is filed with the directors having not less than minutes of proceedings of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted to be taken by the Management Committee at a Board any meeting may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, writing setting forth the action so taken, shall be taken is signed by all of the directors having not less than representatives of the minimum number of votes that would be necessary to authorize or take Management Committee. Such consent shall have the same force and effect as if such action was taken at a meeting at which all directors entitled to vote thereon were present and votedof the Management Committee.

Action Without Meeting. Any action required or permitted by this Operating Agreement or by law to be taken at a meeting of the Board meeting of Directors may be taken without a meeting, without prior notice and without a vote meeting if a written consent or consents in writingconsents, setting forth describing the action so taken, shall be is signed by all of the directors 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 directors Board Members entitled to vote thereon were present with respect to the subject matter thereof and voteddelivered to the Company for inclusion in the Company's records.

Action Without Meeting. Any action required or permitted Action to be taken at a Board of Directors meeting may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Any action taken under this section shall be effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed by under this section shall have the directors having not less than the minimum number effect of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedmay be described as such in any document.

Action Without Meeting. Any Unless otherwise restricted by this Agreement, any action required or permitted to be taken at a any meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes directors that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present consent thereto in writing and votedsuch written consent is filed with the minutes of proceedings of the Board.

Action Without Meeting. Any Unless otherwise restricted by the Charter or these Bylaws, any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote if a all members of the Board or committee, as the case may be, consent or consents thereto in writing, writing setting forth the action actions so taken, shall be signed by all of the directors 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 directors persons entitled to vote thereon were present thereon, and votedthe writing or writings are filed with the minutes of proceedings of the Board or committee.

Action Without Meeting. Any action required or permitted to be taken at a by the Board meeting may be taken without a meeting, without prior notice and without a vote meeting if a all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents in writing, setting forth the action so taken, shall be signed filed with the minutes of the proceedings of the Board. Such action by written consent shall have the directors having not less than same effect as a unanimous vote of the minimum number members of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Board.

Action Without Meeting. Any action Action required or permitted to be taken at a meeting of the Board meeting of Managers may be taken without a meeting, without prior notice and without a vote meeting if a consent one or more written consents in writing, setting forth describing the action so taken, taken shall be signed signed, before or after such action, by the directors having not less than the minimum number of votes that Managers as would be necessary required to authorize or take such the action at a meeting, and included in the minutes or filed with the Company records. Action taken without a meeting at which all directors entitled to vote thereon were present and votedis effective when the last Manager required for approval of the action signs the consent, unless the consent specifies a different effective date.

Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board meeting under the provisions of any applicable law, the Certificate or this Agreement may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, writing setting forth the action so taken, shall be taken is signed by a Majority of the directors having not less than Board. Such consent shall have the minimum number same force and effect as the affirmative vote of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedthe Board.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action actions so taken, shall be signed by all members of the directors having not less than Board or such committee, as the minimum number case may be, and such written consent is filed with the minutes of votes that would be necessary to authorize proceedings of the Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any Unless otherwise specified herein, any action required or permitted to be taken at a Board meeting of the Members or of any committee thereof, may be taken without a meeting, without prior notice and without a vote if a al! members of the Members or such committee thereof, consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary writing to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedaction.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the die directors 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 directors entitled to vote thereon were present and voted.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting by the board of directors may be taken without a meeting, without prior notice and without a vote if a all of the members of the board individually or collectively consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary writing to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedaction.

Action Without Meeting. Any Unless otherwise specified herein, any action required or permitted to be taken at a meeting of the Board meeting or of any committee thereof, may be taken without a meeting, without prior notice and without a vote if a all members of the Board or committee thereof, consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary writing to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted.action. (viii)

Action Without Meeting. Any action required or permitted to be taken at a any meeting by the Board meeting of Directors may be taken without a meeting, without prior notice a vote and without a vote prior notice, if a consent thereto is signed or consents in writingtransmitted electronically by a majority of the members of the Board of Directors and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors; provided, setting that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the action so taken, shall be signed electronic transmission or transmissions were authorized by the directors 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 directors entitled to vote thereon were present and voteddirector.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Directors may be taken without a meeting, without prior notice and without a vote meeting if a consent the action is taken by all members of the Board. The action must be evidenced by one or more consents in writing, setting forth writing or by electronic transmission describing the action so taken, shall be signed by each director, and delivered to the directors having not less than Corporation for inclusion in the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedminute book.

Action Without Meeting. Any Unless otherwise restricted by the Amended and Restated Certificate of Incorporation or these By-laws, any action required or permitted to be taken at a any meeting of the Board meeting of Directors or of any committee thereof may be taken without a meetingmeeting if all members of the Board or committee, without prior notice and without a vote if a as the case may be, consent or consents thereto in writing, setting forth and the action so taken, shall be signed by writing or writings are filed with the directors having not less than minutes of proceedings of the minimum number of votes that would be necessary to authorize Board or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee.

Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board meeting of Trustees may be taken without a meeting, without prior notice and without a vote meeting if a written consent or consents in writing, setting forth the action so taken, shall be thereto is signed by all members of the directors having not less than Board, and such written consent is filed with the minimum number records of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedproceedings of the Board.

Action Without Meeting. Any action required or permitted to be taken at by the Board or a committee of the Board meeting may be taken without a meeting, without prior notice and without meeting if all members of the Board or a vote if a committee of the Board shall individually or collectively consent in writing to such action. Such written consent or consents in writing, setting forth the action so taken, shall be signed by filed with the directors having not less than minutes of the minimum number proceedings of votes that would be necessary to authorize or take such action at the Board and shall have the same force and effect as a meeting at which all directors entitled to unanimous vote thereon were present and votedof the Board.

Action Without Meeting. Any action required or permitted to be taken at a Board meeting of the board of directors may be taken without a meeting, without prior notice and without a vote meeting if a consent or consents in writing, setting forth the action so taken, is signed by all members of the board of directors. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall be signed by placed in the directors having not less minutes book. The consent may be in more than one counterpart so long as each director signs once of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedcounterparts.

Action Without Meeting. Any action required or permitted to be taken by the Board of Directors at any meeting thereof or at any meeting of a Board meeting committee thereof may be taken without a meeting, without prior notice meeting if all members of the Board of Directors or such committee thereof consent thereto in writing and without a vote if a consent the writing or consents in writing, setting forth writings are filed with the action so taken, shall be signed by minutes of the directors having not less than proceedings of the minimum number Board of votes that would be necessary to authorize Directors or take such action at a meeting at which all directors entitled to vote thereon were present and votedcommittee thereof.

Action Without Meeting. Any action permitted or required or permitted to be taken at a meeting of the Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors 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 directors entitled to vote thereon were present and votedBoard.

Action Without Meeting. Any action required or permitted to ---------------------- be taken at a by the Board meeting of Directors may be taken without a meeting, without prior notice and without a vote if a all Directors individually or collectively consent or in writing to the action. The consents in writing, setting forth the action so taken, shall be signed filed with the minutes of the proceedings of the Board of Directors. Action by written consent has the directors having not less than same force and effect as a unanimous vote of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and votedDirectors.