Action by the Members. No approval, consent, designation or other action by a Member shall be binding upon such Member unless the same is in writing and executed on behalf of such Member by a duly authorized representative of such Member.
Action by the Members. (a) Meetings of the Members may be held at any time. Meetings of the Members may be called by, but only by, (i) the Manager, (ii) Members holding a Majority Interest or (iii) an Initial Member. Written notice of the day, hour and place of each special meeting shall be given to all Members at least 2 days before such meeting by the Person or Persons calling such meeting. To the extent deemed necessary or appropriate by the Manager, the Manager may fix a record date for the determination of Members entitled to receive such notice and to act at such meeting and their respective Ownership Interests at the time of such meeting. The Manager may change the day and time of such meeting to the extent necessary or appropriate to fix such record date and give written notice thereof to all Members. No business shall be transacted at any meeting except business which Members are expressly permitted to take hereunder and which is described in the notice thereof.
(b) The presence of Members holding a Majority Interest at any duly called meeting of the Members shall be required in order to constitute a quorum for the transaction of business thereat. If at any meeting of the Members there shall be less than a quorum present, a majority of those Members present may adjourn such meeting to a different time and place. Any business which could have been transacted at such meeting may be transacted at the adjourned meeting so long as written notice of the adjourned meeting shall have been given to all Members at least 1 day prior to the adjourned meeting.
(c) No proposed or purported act at any meeting of the Members shall have been duly authorized unless authorized (i) at a duly called meeting at which a quorum is present at either the commencement of such meeting or the time such authorization is given at such meeting and (ii) by Members holding a Majority Interest (or such other interest as may be set forth herein).
(d) Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
(e) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members holding the requisite number of Ownership Interests necessary to take such action consent thereto in writing. Notice of such action shall be given by the Company to th...
Action by the Members. Whenever under this Agreement approval is required to be granted or other action is required to be taken with the consent or by vote of a specified percentage in interest of the Members or of a designated group of Members, such approval or other action shall be deemed valid, shall bind the Fund and each Member and shall, except as otherwise specifically provided herein and to the extent permitted by Applicable Law, have the same legal effect as the written approval of each Member, if taken upon the vote or consent given in writing or by electronic transmission of those Members whose Capital Commitment Percentages represent at that time the specified percentage of the Capital Commitment Percentages of all the Members or such designated group of Members, as the case may be. Each relevant Member shall be provided with at least 15 Business Days’ notice in writing of the proposed taking of such vote or written consent and prompt notice of the results of such vote or written consent.
Action by the Members. Subject to Section 7.1(a) and Section 7.1(b), the Members may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this Section 7.6, or by a written consent signed in accordance with this Section 7.6. The rules for the conduct of meetings of the Members and for action by written consent of the Members are as follows:
(a) No annual or regular meetings shall be required. Meetings of the Members may be called only by (i) the Board or (ii) Members owning at least fifty percent (50%) in voting power of the Voting Units. Meetings of the Members shall be called upon delivery to the Members entitled to vote of notice of a meeting of the Members given in accordance with Section 7.6(b) below.
(b) Upon the request of the Board or the Members calling a meeting of the Members under Section 7.6(a)(ii), the Company shall send written notice stating the date, time, and place of any meeting of the Members to each Member entitled to vote, at such address as appears in the records of the Company, at least two (2) Business Days, but no more than sixty (60) days, before the date of the meeting. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by this Agreement.
(c) A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
(d) Any or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Member entitled to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present in person at the meeting.
(e) On all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote for each Voting Unit so held. The presence of Members holding a majority in voting power of the Voting Units at a meeting is necessary for a quorum. Except for any additional approval required...
Action by the Members. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members, such action shall be deemed to be valid if taken upon written vote or written consent by those Members whose Units represent the specified percentage of the number of Units of all the Members at the time.
Action by the Members. Except as otherwise specifically provided in this Agreement, all actions of the Members shall be taken by the Members in proportion to their Percentage Interests at the time of the action taken. Except as otherwise specifically provided herein, the Members may vote, approve a matter or take any action by the vote of the Members at a meeting at which a quorum is present, in person or by proxy, or without a meeting by written consent as provided in Section 7.10. The vote or written consent of a Majority shall be required to approve any matter or to take any action at any meeting of Members at which a quorum is present, unless a greater or lesser vote or consent is provided for by this Agreement or required by the NRS.
Action by the Members. Except as expressly set forth to the contrary herein, the Members shall have no right, power or authority to manage the affairs of the Company or to bind the Company or to make any decisions with respect thereto. Notwithstanding the foregoing and anything to the contrary contained herein, the Company shall not take any of the following actions (each a “Major Decision”) without the prior written consent of all of the Members:
(i) initiate any reorganization or similar transaction involving the Company or any filing by the Company for relief as a debtor under any bankruptcy, insolvency, reorganization or similar law, any application by the Company for the appointment of a receiver, trustee, custodian or similar fiduciary for a substantial portion of the assets of the Company or the consent by the Company to any petition or application seeking similar relief which is filed against the Company;
(ii) merge or consolidate the Company with, or cause the Company to acquire substantially all of the securities or assets of, any other Person, unless in the case of a merger or consolidation the Members of the Company immediately prior to such transaction own equity of the Person that results from or survives such transaction, directly or indirectly, in the same proportion and with the same relative rights as they did prior to such transaction;
(iii) sell, assign or otherwise transfer any portion of the Company’s equity interest in Bluegreen, or all or substantially all of the assets of the Company;
(iv) amend the Articles of Organization or, except as expressly set forth herein, this Operating Agreement;
(v) issue or sell, or authorize for issuance or sale, any additional Units or other membership interests in the Company or equity interests in Bluegreen, cause the Company to enter into any agreement or commitment of any character obligating the Company to issue or sell any such membership or equity interests, or require the Members to make any additional Capital Contributions to the Company;
(vi) redeem, purchase or otherwise acquire, directly or indirectly, any Units or other membership interests in the Company or any right to purchase or acquire any such membership interests;
(vii) declare or pay any dividend or distribution, whether in cash, securities or other property;
(viii) incur, assume or become subject to any indebtedness for borrowed money in a principal amount greater than $500,000;
(ix) pledge, mortgage, hypothecate or otherwise encumber assets having an...
Action by the Members. To the extent that this Agreement or any applicable law requires or permits the Members as a group in their capacities as members of the Fund to grant any approval or take any action, then such approval or action shall require the unanimous consent of all of the Members.
Action by the Members. Any action of the Members shall require the unanimous vote, approval or consent of each of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of Members pursuant to subparagraph (b) below.
Action by the Members. At any duly called or held meeting of the voting members at which a quorum is present in person or by proxy, the voting members shall take action by the affirmative vote of the owners of the greater of: (a) a majority of the voting power of the membership interests present and entitled to vote on that item, or (b) a majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where a larger proportion is required by the Articles of Organization, a member control agreement or by applicable law. In any case where a class or series of membership interests is entitled by applicable law to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners a majority of the voting power of the membership interests of that class or series present and entitled to vote.
