Action may be taken by use of signed written consents by the number of members, Directors, officers or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date and signature of each person signing it.  A consent signed by less than all of the Directors, officers, or committee members is not effective to take the intended action unless consents signed by the required number of persons are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation.  Delivery must be made by hand, or by certified or registered mail, return receipt requested.  The delivery may be made to the Corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or officer or agent having custody of books in which the relevant proceedings are recorded.  If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the Chair or principal executive officer.

The Corporation will give prompt notice of the action taken to persons who do not sign the consents.  If the action taken requires documents to be filed with the Secretary of State, the filed documents will indicate that the written consent procedures have been properly followed.

Any photographic, photostatic, facsimile, or similarly reliable reproduction of a consent in writing signed by a Director, officer, or committee member may be substituted or used instead of the original writing for any purpose for which the original writing could be used, if the reproduction is a complete reproduction of the entire original writing.