Common use of Action by the Directors Clause in Contracts

Action by the Directors. Except as otherwise specifically provided by applicable law, the Directors shall act by majority vote at a meeting duly called (including a telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person). At any meeting of the Directors, a majority of the Directors shall constitute a quorum. Special meetings of the Directors may be called orally or in writing by the Chairman of the Board of Directors or by any other Director. Notice of the time, date and place of all meetings of the Directors shall be given by the party calling the meeting to each Director by telephone, telefax, or telegram sent to his or her home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his or her home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Director who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Any meeting conducted by telephone shall be deemed to take place at the principal office of the Company as determined by the Bylaws or by the Directors. Subject to the requirements of the 1940 Act, the Directors by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Company. Any action required or permitted to be taken at any meeting of the Directors may be taken by the Directors without a meeting if a majority of the Directors then in office (or such higher number of Directors as would be required to act on the matter under applicable law if a meeting were held) consent to the action in writing and the written consents are filed with the records of the Directors' meetings. Written consents or waivers of the Directors may be executed in one or more counterparts. To the extent permitted by the 1940 Act, the Directors may execute and/or deliver any proxy, consent, and any other instrument by means of electronic, telecommunication, telephonic, computerized, or other similar means (including by means of e-mail and facsimile), unless the Directors otherwise determine at any time.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Fidelity Central Investment Portfolios LLC), Limited Liability Company Agreement (Fidelity Central Investment Portfolios LLC), Limited Liability Company Agreement (Fidelity Central Investment Portfolios LLC)

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Action by the Directors. Except as otherwise specifically provided by applicable law, the Directors shall act by majority vote at a meeting duly called (including a telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person). At any meeting of the Directors, a majority of the Directors shall constitute a quorum. Special meetings of the Directors may be called orally or in writing by the Chairman of the Board of Directors or by any other Director. Notice of the time, date and place of all meetings of the Directors shall be given by the party calling the meeting to each Director by electronic communication, telephone, telefax, or telegram sent to his or her home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his or her home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Director who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Any meeting conducted by telephone shall be deemed to take place at the principal office of the Company as determined by the Bylaws or by the Directors. Subject to the requirements of the 1940 Act, the Directors by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Company. Any action required or permitted to be taken at any meeting of the Directors may be taken by the Directors without a meeting if a majority of the Directors then in office (or such higher number of Directors as would be required to act on the matter under applicable law if a meeting were held) consent to the action in writing and the written consents are filed with the records of the Directors' ’ meetings. Written consents or waivers of the Directors may be executed in one or more counterparts. To the extent permitted by the 1940 Act, the Directors may execute and/or deliver any proxy, consent, and any other instrument by means of electronic, telecommunication, telephonic, computerized, or other similar means (including by means of e-mail and facsimile), unless the Directors otherwise determine at any time.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fidelity Master Portfolios LLC)

Action by the Directors. Except as otherwise specifically provided by applicable law, the Directors shall act by majority vote at a meeting duly called (including a telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person). At any meeting of the Directors, a majority of the Directors shall constitute a quorum. Special meetings of the Directors may be called orally or in writing by the Chairman of the Board of Directors or by any other Director. Notice of the time, date and place of all meetings of the Directors shall be given by the party calling the meeting to each Director by telephone, telefax, or telegram sent to his or her home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his or her home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Director who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Any meeting conducted by telephone shall be deemed to take place at the principal office of the Company as determined by the Bylaws or by the Directors. Subject to the requirements of the 1940 Act, the Directors by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Company. Any action required or permitted to be taken at any meeting of the Directors may be taken by the Directors without a meeting if a majority of the Directors then in office (or such higher number of Directors as would be required to act on the matter under applicable law if a meeting were held) consent to the action in writing and the written consents are filed with the records of the Directors' ’ meetings. Written consents or waivers of the Directors may be executed in one or more counterparts. To the extent permitted by the 1940 Act, the Directors may execute and/or deliver any proxy, consent, and any other instrument by means of electronic, telecommunication, telephonic, computerized, or other similar means (including by means of e-mail and facsimile), unless the Directors otherwise determine at any time.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fidelity Central Investment Portfolios II LLC)

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Action by the Directors. Except as otherwise specifically provided by applicable law, the Directors shall act by majority vote at a meeting duly called (including a telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person). At any meeting of the Directors, a majority of the Directors shall constitute a quorum. Special meetings of the Directors may be called orally or in writing by the Chairman of the Board of Directors or by any other Director. Notice of the time, date and place of all meetings of the Directors shall be given by the party calling the meeting to each Director by telephone, telefax, or telegram sent to his or her home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his or her home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Director who attends the meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. Any meeting conducted by telephone shall be deemed to take place at the principal office of the Company as determined by the Bylaws or by the Directors. Subject to the requirements of the 1940 Act, the Directors by majority vote may delegate to any one or more of their number their authority to approve particular matters or take particular actions on behalf of the Company. Any action required or permitted to be taken at any meeting of the Directors may be taken by the Directors without a meeting if a majority of the Directors then in office (or such higher number of Directors as would be required to act on the matter under applicable law if a meeting were held) consent to the action in writing and the written consents are filed with the records of the Directors' Directors meetings. Written consents or waivers of the Directors may be executed in one or more counterparts. To the extent permitted by the 1940 Act, the Directors may execute and/or deliver any proxy, consent, and any other instrument by means of electronic, telecommunication, telephonic, computerized, or other similar means (including by means of e-mail and facsimile), unless the Directors otherwise determine at any time.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fidelity Central Investment Portfolios II LLC)

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