Common use of Action by Members Without a Meeting Clause in Contracts

Action by Members Without a Meeting. Any action, which under any provision of the Act or this Agreement, that may be taken at a meeting of the Members, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. All Members entitled to vote that do not approve any action to be taken by such written consent shall be given notice of such approval and such other information in accordance with the Act. All such consents shall be maintained in the Company’s records.

Appears in 6 contracts

Samples: Operating Agreement, Operating Agreement (Slingshot USA LLC), Operating Agreement (Slingshot USA LLC)

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Action by Members Without a Meeting. Any actionaction which, which under any provision of the Act or the Certificate or this Agreement, that may be taken at a meeting of the Members, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. All Members entitled to vote that do not approve any action to be taken by such written consent consents shall be given notice of such approval and such other information in accordance filed with the Act. All such consents Board and shall be maintained in the Company’s records; provided, that a copy of any such consent is provided to each Member entitled to vote with respect to such matter no less than three (3) business days prior to its effectiveness.

Appears in 1 contract

Samples: Master Transaction Agreement (SRAM International Corp)

Action by Members Without a Meeting. Any action, action which under any provision of the Act or this Agreement, that may be taken at a meeting of the Members, the Class A Members, or the Class B Members, as the case may be, may be taken without a meeting, and without notice, meeting if a consent in writing, setting forth the action so taken, is evidenced by one or more written consents describing the action taken and is signed by Members having not holding Membership Interests sufficient to approve such action if it were taken at a meeting. Not less than two (2) business days prior to any proposed action by written consent, the minimum number Company shall provide notice of votes that would be necessary such proposed action and the form of the written consent to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and votedon such matter. All Members entitled to vote that do not approve Following any such action to be taken by such written consent consent, the Company shall be given provide notice of such approval action to all Members and such other information retain a copy of the written consent for inclusion in accordance the minutes or for filing with the Act. All such consents shall be maintained in the Company’s Company records.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Celadon Group Inc)

Action by Members Without a Meeting. Any actionaction required or permitted to be taken at any annual or special meeting of the Members may be taken without a meeting if Members, except for the election of Managers which under any provision only requires a plurality of the votes as to each candidate, holding not less than a majority of the Common Ownership Percentage consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Members, unless the vote of a greater proportion or number is otherwise required by the Act or this Agreement, that may be taken at . In no instance where action is authorized by written consent shall a meeting of the MembersMembers be called or notice be given; provided; however, may be taken without a meeting, and without notice, if a consent in writing, setting forth copy of the action so taken, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. All Members entitled to vote that do not approve any action to be taken by such written consent shall be given notice of such approval sent promptly to all Members and such other information in accordance filed with the Act. All such consents shall be maintained in records of the Company’s records.

Appears in 1 contract

Samples: Operating Agreement

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Action by Members Without a Meeting. Any actionaction which, which under any provision of the Act or the Certificate or this Agreement, that may be taken at a meeting of the Members, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. All Members entitled to vote that do not approve any action to be taken by such written consent consents shall be given notice of such approval and such other information in accordance filed with the Act. All such consents Board and shall be maintained in the Company’s records; provided, that a copy of any such consent is provided to each Member entitled to vote with respect to such matter no less than one (1) business day prior to its effectiveness.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (SRAM International Corp)

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