Comcast 2010 Annual Report Download - page 253

to a lack of a quorum, and the sole reason for such lack of a quorum was the failure of at least one Director designated by the GE Members to be
present, then, if the reconvened meeting is held at least 24 hours after the meeting at which a quorum was not present, then at such reconvened
meeting, the presence in person or by proxy of at least one Director designated by the GE Members shall not be required in order for a quorum to
be present.
(e) Members of the Board may participate in a meeting of the Board or any committee thereof, by means of a conference telephone or
similar communications equipment by means of which all Persons participating in the meeting can hear one another. Participation in a meeting
pursuant to this Section 5.04(e) shall constitute presence in person at such meeting pursuant to Section 5.04(d) and shall constitute a waiver of
any deficiency, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not called or convened in accordance with this Agreement.
(f) Each Director shall be entitled to cast one vote with respect to each matter brought before the Board (or any committee thereof of which
such Director is a member) for approval. Except as otherwise provided by this Agreement, the affirmative vote of a majority of the Directors in
attendance at any meeting at which a quorum is present shall be required to authorize any action by the Board and shall constitute the action of
the Board for all purposes. No Director shall be disqualified from voting on matters as to which the Member or group of Members that
designated such Director or any of their respective Affiliates may have an interest. Notwithstanding any duty otherwise existing at Law or in
equity, to the fullest extent permitted by Law, no Director (other than a Director who is an officer of the Company or any of its Subsidiaries (but
is not an officer of Comcast, GE or any of their respective Subsidiaries) in his or her capacity as an officer of the Company or any such
Subsidiary) shall have any duty to disclose to the Company or the Board confidential information of the Member or group of Members that
designated such Director or any of their respective Affiliates in such Director’s possession even if it is material and relevant information to the
Company and/or the Board and, in any case, such Director shall not be liable to the Company or the other Members or their Affiliates for breach
of any duty (including the duty of loyalty or any other fiduciary duties) as a Director by reason of such lack of disclosure of such confidential
information; provided that such Director believes in good faith that its disclosure of such information would be prohibited by a confidentiality
agreement with, or fiduciary duty to, another Person. For the avoidance of doubt, a Director shall not be considered to be an officer of the
Company by virtue of holding the position of Chairman of the Board.
(g) The Secretary of the Company or, if he or she is not present, any individual whom the Chairman may appoint, shall keep minutes of
each meeting which shall reflect all actions taken by the Board thereat.
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