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Subject: Re: [board-agenda] July 28-29 OASIS Board Meeting
As regards Article 3 Section 15, the proposed addition of "which may be in electronic form" qualifies "such authority", which relates to the stated "certificate or other document...shall state...that the Bylaws of this corporation authorize the Directors to so act". In other words, the proposed change simply allows "Any certificate or other document filed under any provision of law" to be electronic. Which is fine, but my recollection of past conversations in the Board indicates that the original intent was to allow Directors to simply send an email expressing their consent to a Board action without a meeting, instead of faxing or snail-mailing such documents. So if that is the intention of this modification of the Bylaws, then the modification should be the addition of "which may be in electronic form" after "Such written consent or consents" in the second sentence, thus:
Section 15. Action by Unanimous Written Consent Without Meeting
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents, which may be in electronic form, shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority
Of course, nothing precludes the addition of "which may be in electronic form" also at the end of the paragraph.
On 07/09/2010 09:14 AM, Michael DeNicola wrote:
-- Eduardo Gutentag Director, Standards Strategy & Policy Oracle Corporate Architecture Group Phone: +1 510 550 4616 Fax: +1 510 550 4616 SMS: +1 510 681 6540