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

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (West Village Gym at the Archives LLC), Operating Agreement (West Village Gym at the Archives LLC)

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Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ziegler William R), Limited Liability Company Agreement (Blackhawk Investors LLC)

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without vote following ten days' prior written notice and without a voteto all Members, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the CompanyCompany having custody of the Records. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 6.10 to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, Company at its principal place of business or directly to a Manager, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of the Company or to such Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who which would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 2 contracts

Samples: Operating Agreement (Mediacom Capital Corp), Operating Agreement (Mediacom LLC)

Action by Members Without a Meeting. (a) 5.6.1. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent . All consents or consents in writing, setting forth the action so taken taken, shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted voted. Such consents shall be delivered to the office of the Company, at its principal place of business business, or a Managerto the Managing Member, employee or' employee, or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) 5.6.2. Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section Article to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Managerthe Managing Member, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Managerthe Managing Member, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) 5.6.3. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. (a) Whenever the Members of the Company are Any action required or permitted to take any action be taken by votevote or at a meeting of Members, such action the Common Members or the Preferred Members may be taken without a meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken shall be is evidenced by one or more written consents describing the action taken, circulated to all the Members, the Common Members or the Preferred Members, as the case may be, signed by the Members who hold the voting interests have not less than the minimum that percentage or number of votes that would be necessary the Members, the Common Members or the Preferred Members, as the case may be, holding Units required to authorize take or take approve the action. Any such action at a meeting at which all of the Members entitled to vote therein were present and voted written consents shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office Secretary of the Company shall be (or other Managing Person duly authorized by hand the Board) of the Company for inclusion in the minutes or for filing with the Company records. Action taken by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent under this Section shall be effective on the date the required percentage or number of the Members, the Common Members or the Preferred Members, as the case may be, holding Units have signed and delivered the consent to the Secretary of the Company (or other Managing Person duly authorized by the Board), unless the consent specifies a different effective date. The record date for determining Members, the Common Members or the Preferred Members, as the case may be, entitled to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous shall be the date the written consent shall be given is circulated to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meetingthe Members, the Common Members or the Preferred Members, as the case may be.

Appears in 1 contract

Samples: Operating Agreement (Diamond Resorts Parent, LLC)

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a ManagerMember, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a ManagerMember, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Managera Member, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Project Orange Capital Corp)

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, an employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, an employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, or employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Operating Agreement (Am-Source, LLC)

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Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of or Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Operating Agreement (NaturalNano , Inc.)

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, an employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, an employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, or employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Operating Agreement (Amscan Holdings Inc)

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have 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 of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Appears in 1 contract

Samples: Operating Agreement (Victory Entertainment Corp)

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