Action by Members. Any action required or permitted to be taken by the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members, and delivered to the Manager for inclusion in the minutes and for filing with the Company records.
Action by Members. In exercising their rights as provided above, the Members shall act collectively through meetings and/or written consents as provided in this Article.
Action by Members. Except as otherwise expressly provided in this Agreement, [i] all actions requiring the approval of the Members will be deemed approved if Members owning more than 50% of the outstanding Units as of the record date for the meeting or written consent Vote in favor of approval, [ii] all Units will vote together as a single voting group, and [iii] each Unit will have one vote.
Action by Members. No annual meeting of Members is required to be held. Any action required or permitted to be taken at any meeting of Members may be taken without a meeting if one or more written consents to such action shall be signed by the Members holding the amount of Units required to approve the action being taken. Such written consents shall be delivered to the Managing Member at the principal office of the Company and to any Member that did not sign such written consent and, unless otherwise specified in any unanimous written Member consent, shall be effective on the date when the consent is so delivered and notice thereof is provided. The Managing Member shall give prompt notice to all Members who did not consent to any action taken by written consent of Members without a meeting. No Person holding a Unit shall have any right to vote, approve, consent or participate in any decision by the Company or the Managing Member in any way except as specifically set forth herein or as required by applicable law.
Action by Members. All Votes by the Members shall be based upon the Percentage Interests held by each Member. Notwithstanding any other provision of this Agreement, unless otherwise specified below the following actions shall only be taken with the affirmative Vote of Members holding a Super Majority of the Percentage Interests at any annual or special meeting of the Members at which a quorum is present:
(a) the admission of new Members and the number of percentage interests issuable to each new Member;
(b) the sale, assignment, transfer, pledge, lease, or exchange of all or substantially all of the Cooperative's property and assets, including by merger or consolidation with another entity;
(c) the acquisition by purchase, lease or otherwise, of any real or personal property for amounts of $100,000 or more;
(d) the borrowing of money for the Cooperative from banks, other lending institutions, Members, or affiliates of the Members in amounts of $100,000 or more, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Cooperative to secure repayment of the borrowed sums;
(e) prepayment in whole or in part, refinancing, recasting, increasing, modifying or extending any deed of trust, mortgage or other indebtedness of the Cooperative, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages;
(f) any amendment of the Certificate;
(g) any decision to terminate or dissolve the Cooperative in accordance with Section 11.2(c) (i);
(h) the amendment of this Agreement or any schedules attached hereto, except for administrative amendments not materially effecting any Member;
(i) the expulsion of a Member or removal of its Representative;
(j) the election of Directors and Alternates which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests;
(k) the removal of any Director or Alternate which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests;
(l) calls by the Cooperative upon the Members for Additional Capital Contributions and the manner, value, and schedule by which those Additional Capital Contributions shall be made;
(m) any Vote to override a decision taken by the Board of Directors; and
(n) any Vote to call for an Additional Capital Contribution by the Members.
Action by Members. Except as otherwise required by Applicable Law or otherwise provided in this Agreement, all decisions of the Members shall require the affirmative vote of the Members owning a majority of Sharing Ratios present at a meeting at which a quorum is present in accordance with Section 3.8. To the extent permitted by Applicable Law, the Members may act without a meeting and without notice so long as the number of Members who own the percentage of Sharing Ratios that would be required to take such action at a duly held meeting shall have executed a written consent with respect to any such action taken in lieu of a meeting.
Action by Members. Each Member shall have the right to one vote. Members shall act by Majority Vote.
Action by Members. Except as otherwise provided herein, if a Quorum exists, action on a matter is approved if Members holding a majority of the Profit-sharing Percentages vote in favor of the action. As used in this Agreement, the phrase “the approval of the Members,” “the consent of the Members,” and similar phrases shall mean the approval as set forth in the foregoing sentence except as expressly provided otherwise in this Agreement.
Action by Members. Except as expressly otherwise provided in this Agreement, all actions and decisions of the Members required hereunder in their capacity as such shall require approval of Members holding more than fifty percent (50%) of the Units. If there is any matter that requires the approval of the Manager, Quantum or the board of directors of PubCo, such approval will be sufficient to authorize the Company to take that action and no further vote or approval of the Members of the Company will be necessary or required under the terms of this Agreement. The Members entitled to vote may make any decision or take any action at a meeting, by conference telephone call, by written consent, by oral agreement or by any other method they elect.
Action by Members. When a quorum is present at any meeting, the vote of the holders of a majority of the percentage interest of the limited liability company having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or of the Certificate of Formation, a different vote is required in which case such express provision shall govern and control the decision of such question.
