Action by Board of Managers. Except as otherwise expressly provided in this Agreement, the act of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. [c] Meetings of Members and the Board of Managers.
Action by Board of Managers. Except as otherwise specifically provided herein, all actions and decisions of the Board of Managers shall require an affirmative vote of a majority the entire Board of Managers.
Action by Board of Managers. Each Board Member shall have one (1) vote on all matters submitted to the Board of Managers. Unless otherwise provided in this Agreement and subject to applicable law, any decision, action, approval or consent required or permitted to be taken by the Board of Managers may be taken by the Board of Managers only by (a) the affirmative vote of a majority of the Board Members at a meeting of the Board of Managers where a majority of the Board Members are present in person, or (b) without such meeting, without prior notice and without a vote, by written consent, setting forth the action so taken, signed by all of the Board Members. Action taken under this Section 3.11 is effective when the consent is signed by the required number of Board Members, unless the consent specifies a different effective date. For purposes of this Section 3.11, a Person shall be deemed to be present in person if such Person is present by means of telephone, video-conferencing or any comparable arrangement. No Board Member, in his or her capacity as such, shall have the authority to bind the Company except to the extent expressly authorized to do so by resolution of the Board of Managers; provided that nothing in this sentence shall affect the validity of any decision, action, approval or consent of the Board of Managers adopted in the manner contemplated by the second sentence of this Section 3.11.
Action by Board of Managers. Except as otherwise provided in this Agreement, a majority of the Managers will constitute a quorum, and decisions of a majority of Managers present and acting at a meeting of the Board of Managers at which a quorum is present will constitute decisions of the Board of Managers; provided, however, that unanimous approval of the Board of Managers shall be required for the approval of: (x) obligations or commitments related to direct or indirect compensation or payments to the principals or Affiliates of Opus; or (y) the offer and sale of debt securities or Interests of the Joint Venture; provided, further, however, that if the Financial and Operations Principal (“FINOP”) of OPN Capital Markets determines that OPN Capital Markets has failed or will likely fail before the next Financial and Operational Combined Uniform Single (FOCUS) Report is due to meet regulatory required capital, then a majority vote of the Board of Managers is all that is required for actions under 4.2.3(y). Managers may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting if all of the members of the Board of Managers consent thereto in writing and the writing is filed with the records of the Joint Venture. The Board of Managers may fix by resolution the place, date and time for the holding of such regular meetings, in which case no notice of such regular meetings need be given to the Managers; provided, however, that if the Board of Managers fixes or changes the time or place of any regular meeting, notice of such action will be given to each Manager not present at the time such action was taken. Each Manager shall be entitled to call a special meeting of the Board of Managers up to two times in any calendar year and the majority of the Board may call a special meeting of the Board of Managers at any time. Any such special meeting shall be held at the principal executive offices of the Joint Venture. Notice of meetings of the Board of Managers (other than the regular meetings) will be given to each member of the Board of Managers at least five (5) business days prior to such meeting. Notice of any meeting of the Board of Managers may be waived by members of the Board of Managers before, at, or after the meeting.
Action by Board of Managers. Unless otherwise agreed to by the Board of Managers, meetings of the Board of Managers will be held at such place, day, and time as shall from time to time be fixed by resolution of the Board without notice other than the delivery of such resolution as provided in Section 5.9 below, or at such place, day, and time and for such purpose or purposes, as may be requested by the Managers representing any Member; provided, that notice of such meeting has been given to each Manager in accordance with Section 5.9 herein.
Action by Board of Managers. (i) Each Manager shall have a single vote. Except as otherwise provided in this Agreement, all of the Managers will constitute a quorum, and, except as otherwise provided in this Agreement, decisions of a majority of Managers present and acting at a meeting of the Board of Managers at which a quorum is present will constitute the binding decisions of the Board of Managers. Notwithstanding the foregoing, the Board of Managers shall endeavor to meet on a weekly basis to address the ongoing management and business of the Company.
