Common use of Absent Directors Clause in Contracts

Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 11 contracts

Samples: Bylaws (BMCT Equipment Company, L.L.C.), Bylaws (BMCT Equipment Company, L.L.C.), Bylaws (BMCT Equipment Company, L.L.C.)

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Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 6 contracts

Samples: Bylaws (Medicalcv Inc), Bylaws (Medicalcv Inc), Bylaws (Vicom Inc)

Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a vote director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 5 contracts

Samples: Merger Agreement (Vascular Solutions Inc), Merger Agreement (Teleflex Inc), Merger Agreement (Minntech Corp)

Absent Directors. A director who is unable to attend a meeting Director of the Board of Directors Company may give advance written consent or opposition to a proposal to be acted on upon at the a Board meeting. If the director Director is not present at the meeting, consent or opposition to a proposal does not constitute presence at the meeting for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director Director has consented or objected.

Appears in 4 contracts

Samples: Operating Agreement (Minnesota Corn Processors LLC), Operating Agreement (Minnesota Corn Processors LLC), Operating Agreement (Minnesota Corn Processors LLC)

Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 2 contracts

Samples: Bylaws (Granite City Food & Brewery LTD), Bylaws (Granite City Food & Brewery LTD)

Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board of Directors meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 1 contract

Samples: Merger Agreement (Mgi Pharma Inc)

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Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 1 contract

Samples: Merger Agreement (Nortek Inc)

Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 1 contract

Samples: Merger Agreement (Dental Resources Inc)

Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Appears in 1 contract

Samples: Bylaws (Mercury Waste Solutions Inc)

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