Written consent in lieu of meeting clause samples

Section 7. Written Consent in Lieu of Meeting. Any action which may be taken at a meeting of the directors or members of any committee of directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors or members of such committee of directors, as the case may be, and shall be filed with the Secretary.

The Audit Committee meets in person or telephonically at least twice a year. Additional meetings may occur as the Audit Committee or its Chair deems advisable. The Audit Committee may take action by unanimous written consent in lieu of meeting. The Audit Committee will cause adequate minutes of all its proceedings to be kept, and will report on its actions and activities at the next regular meeting of the Board of Directors of the Company. The Audit Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Audit Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board of Directors of the Company. The Audit Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, the certificate of incorporation or bylaws of the Company, or any applicable law.

Action by Written Consent in lieu of Meeting. Our Certificate of Incorporation does not prohibit stockholder action by written consent and therefore in accordance with Section 228 of the Delaware General Corporation Law, action may be taken by a written consent signed by the holders of outstanding stock 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 shares entitled to vote thereon were present and voted.

Action by Written Consent in Lieu of Meeting. Our certificate of formation allows for any action required by the TBOC to be taken at any annual or special meeting of the shareholders to be taken without a meeting if a consent or consents in writing are signed by all of the holders of shares entitled to vote on the action were present and voted.

Section6.3 Action by Written Consent in Lieu of Meeting.(a)An action required or permitted to be taken at a meeting of the Shareholders may be taken without a meeting by written action signed by all of the Shareholders entitled to vote on that action. The written action is effective when it has been signed by all of those Shareholders, unless a different effective time is provided in the written action.