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AMZN » Topics » 3.12 Action by Board or Committees Without a Meeting

This excerpt taken from the AMZN 8-K filed Sep 18, 2007.

3.12 Action by Board or Committees Without a Meeting

Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee of the Board, as the case may be, consent thereto in writing or by electronic transmission as provided in the DGCL and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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