RESOLUTIONS IN WRITING

A resolution in writing signed by a majority of the members who are independent Directors, shall be as valid and effectual in all respects as if it had been passed at a meeting of the Committee duly convened.

These resolutions may consist of several documents in letter, telefax, electronic mail or any form of electronic approval or electronic signature via software, electronic devices or other means of telecommunication apparatus or devices, in the like form each signed by one or more members.