Board Action by Email Vote

Informal Action by Unanimous Consent. Any action that may be taken at a meeting of the Board of Directors (or at a meeting of any Committee authorized to act for the Board upon the vote of that Committee) may be taken without a meeting upon the unanimous consent in writing of all voting members. Unanimous consent in writing shall constitute waiver of notice and waiver of a formal meeting.

Unanimous Consent by Email. A written consent for these purposes shall include a consent clearly reflected in an email from a voting member, from an email address associated with that voting member, when the email includes the matter consented to, the digital signature of that voting member, a clear indication of consent, and evidence that the consent was circulated to all members.

Recording Votes by Unanimous Consent. In order to maintain a record of action taken by the Board by Unanimous Consent, the Secretary shall maintain a record of such votes, and include in the Minutes of the next Regular Meeting of the Board the actions taken by the Board during the prior month by Unanimous Consent, which shall be ratified by the Board at that Regular Meeting.

Approval of Minutes. In order to expedite the publication of Board Minutes, approval of those minutes may be taken by Unanimous Consent of all members present at that meeting, including consent by email. Publication may be made upon approval of all Board members and ratification shall be made at the next Regular Board meeting.

Formal Action by Telephone Conference. Subject to any notice of meeting requirements in the Bylaws or under Texas law, the Board of Directors (or any Committee) may hold a meeting where one or more members participate by telephone or similar communications equipment, provided all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.