Action by Vote. When a quorum is present at any meeting, a majority of Trustees present may take any action, except when a larger vote is expressly required by law, by the Declaration of Trust or by these By-Laws. Subject to applicable law, the Trustees by majority vote may delegate to any one of their number their authority to approve particular matters or take particular actions on behalf of the Trust.
Action by Vote. Except as may be otherwise provided by law, when a quorum is present at any meeting the vote of a majority of the Board Members present shall be the act of the Board of Managers.
Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.
Action by Vote. When a quorum is present at any meeting, a majority of the Directors of the Board of Directors present may take any action, except when a larger Vote is required by law or by this Agreement. Each Director shall have one Vote.
Action by Vote. Each Member shall be entitled to one vote for each Unit held by such Member on all matters on which Members are entitled to vote at a meeting of Members or otherwise when a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law or by this Agreement. No ballot shall be required for any election unless requested by a Member present or represented at the meeting and entitled to vote in the election.
Action by Vote. Subject to Sections 5.1.11 and 5.1.12 a quorum is present at any meeting, the vote of not fewer than a majority of the quorum shall be the act of the Board of Managers.
Action by Vote. Except as may be otherwise provided by law or by this Agreement, when a quorum is present at any meeting the vote of a majority of the Partner Representatives present shall be the act of the Board of Partner Representatives.
Action by Vote. Except as may be otherwise provided by law, this Agreement or the Transaction Documents, when a quorum is present at any meeting the vote of at least a majority of the Board Members present shall be the act of the Board of Managers. On any matter presented to the Board Members for their action or consideration at any meeting of the Board (or by written consent of Board Members in lieu of meeting), (a) each of the Series A Managers and Independent Managers shall be entitled to cast one vote, and (b) each of the Common Managers shall be entitled to cast (X) three votes for so long as there are a total of seven or fewer Board Members duly elected, (Y) three and one-half votes for so long as there are a total of eight Board Members duly elected, and (Z) four votes for so long as there are a total of nine Board Members duly elected, provided that during any period when a Common Manager is not a full-time employee of the Company or any of its wholly-owned Subsidiaries, the number of votes that such Common Manager shall be entitled to cast shall be reduced by one vote.
Action by Vote a) Except as may be otherwise required by Law, when a Quorum or, as applicable, an Adjusted Quorum, is present at any meeting the vote of a majority of the Board Managers will be the act of the Board of Managers.
b) At any time that Gryphon owns not less than forty percent (40%) of the outstanding Class A Units and is not a Delinquent Member, the following actions, in addition to requiring a vote of a majority of the Board Managers present at any such meeting, shall require the affirmative vote of the Waterton Board Managers and the Gryphon Board Managers voting at any such meeting (subject to the presence of a Quorum, or, as applicable, an Adjusted Quorum):
i. Any voluntary bankruptcy, liquidation, dissolution or winding up of the Company (including the appointment of a liquidator with respect thereto);
ii. Any grant, sale or assignment of a Royalty with respect to the Owned Property or any portion thereof;
iii. Any issuance of Units to one or more third parties in connection with any capital raise for amounts in excess of $5,000,00; and
iv. Any borrowing of money by the Company in amounts in excess of $20,000,000.
Action by Vote. Each voting member in good standing shall have one vote. When a quorum is present at any meeting, a plurality of the votes properly cast by members present in person shall be necessary and sufficient for the election of directors and officers, and a majority of the votes properly cast by members present in person shall decide any other question, unless otherwise provided by law or these Bylaws.
