14. Written Consent of BOD or Committee Members;  Meetings by Conference Telephone

14.1.  Any action required or permitted to be taken by the Board of Directors or any committee may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. Each resolution so adopted and the required written consents by members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

14.2.  Any one or more members of the Board of Directors or of any committee of the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by these means constitutes presence in person at a meeting.