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20 <br /> and such participation in a meeting shall be deemed presence in <br /> person at such meeting. <br /> Section 10. Voting. Except as otherwise expressly provided by <br /> law, or by the Articles of Incorporation of the corporation, or by <br /> these by-laws, the action of a majority of the Directors present at <br /> a meeting at which a quorum is present shall be the action of the <br /> Board of Directors. Any Director who is present at a meeting of the <br /> Board of Directors at which action on any corporate matter is taken <br /> shall be presumed to have assented to the action taken unless such <br /> Director's contrary vote is recorded or the Director's dissent is <br /> otherwise entered in the minutes of the meeting or unless the <br /> Director shall file written dissent to such action with the person <br /> acting as the secretary of the meeting before the adjournment <br /> thereof or shall forward such dissent by registered mail to the <br /> Secretary of the corporation immediately after the adjournment of <br /> the meeting. Such right to dissent shall not apply to a Director <br /> who voted in favor of such action. If action taken by the <br /> Executive Committee is not thereafter formally considered by the <br /> Board of Directors, a Director may dissent from such action by <br /> filing written objection with the Secretary of the corporation with <br /> reasonable promptness after learning of such action. <br /> Section 11. Informal Action by Directors or Committees. <br /> Action taken by a majority of the Directors or members of a <br /> committee without a meeting is nevertheless Board or committee <br /> action if written consent to the action in question is signed by <br /> all the Directors or members of the committee, as the case may be, <br /> Ra12\R55090-006\0047496.06\10-07-94 11 <br />