Common use of Action by Written Consent Without a Meeting Clause in Contracts

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the Secretary of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's proxy holders, may revoke the consent by a writing received by the Managers or Secretary of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 3 contracts

Samples: Operating Agreement (Excel Legacy Corp), Operating Agreement (Excel Legacy Corp), Operating Agreement (Excel Legacy Corp)

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Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, meeting if a consent in writing setting forth the action so taken, taken is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers Executive Committee or the Secretary secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Managers Executive Committee or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles Certificate or this Agreement, a dissolution of the Company, or a merger of the CompanyCompany or any other action that adversely affects the Members, without a meeting by less than unanimous written consent, consent shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Imperial Capital Group, Inc.), Limited Liability Company Agreement (Imperial Capital Group, Inc.)

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers Manager or the Secretary secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's proxy holders, may revoke the consent by a writing received by the Managers Manager or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 3 contracts

Samples: Operating Agreement (Freedom Securiteis Corp /De/), Operating Agreement (Freedom Securities Corp /De/), Operating Agreement (Freedom Securities Corp /De/)

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall will be filed with the Managers Members or the Secretary secretary, if any, of the Company and shall will be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Managers Members or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles Certificate or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall will be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall will be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Provision Holding, Inc.)

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the Secretary secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Managers or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 1 contract

Samples: Operating Agreement (ARAMARK FHC Kansas, Inc.)

Action by Written Consent Without a Meeting. Any Subject to Section 5.5, any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, taken is signed and delivered to the Company within sixty (60) days of the record date for that action Manager by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the Secretary of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Managers or Secretary of the Company Manager before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval (by less than unanimous written consent) of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company or a sale of substantially all of the Company’s assets, without a meeting by less than unanimous written consent, shall be given at least ten (10) 10 days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting meeting, if approved by less than unanimous written consent, to those Members entitled to vote who have not consented in writing. Notwithstanding anything to the contrary contained herein, a written consent must be signed by Members holding a Two-Thirds Interest if consent of Members holding a Two-Thirds Interest is required by any applicable provision of this Agreement for the action thus taken.

Appears in 1 contract

Samples: Operating Agreement (Helix Biomedix Inc)

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the Secretary secretary, if any, of the Company Company, and shall be maintained in the Company records. Any Member giving a written consent, or the Member's proxy holders, may revoke the consent by a writing received by the Managers Manager or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by the Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 1 contract

Samples: Operating Agreement (Titan Corp)

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Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the Secretary secretary, if any, of the Company Company, and shall be maintained in the Company records. Any Member giving a written consent, or the Member's proxy holders, may revoke the consent by a writing received by the Managers Manager or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by the Members without a meeting by less than unanimous written consent, to those Members members entitled to vote who have not consented in writing.

Appears in 1 contract

Samples: Operating Agreement (L-3 Communications InfraredVision Technology CORP)

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed tiled with the Managers or the Secretary secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Managers or Secretary secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing: , (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; , and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Appears in 1 contract

Samples: Index Operating Agreement

Action by Written Consent Without a Meeting. Any action that may required or permitted by law, the Corporation’s Articles of Incorporation or these Bylaws to be taken at a meeting of Members the stockholders may be taken without a meeting, without prior notice, and without a vote, if the Board of Directors authorizes such action by consent and a consent in writing writing, setting forth the action so taken, is signed and delivered to by the Company within sixty (60) days holders of the record date for that action by Members stock having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which the holders of all Members shares entitled to vote on that the action at a meeting were present and votedvoting. All such consents Consent does not have to be unanimous. Every written consent must bear the date of signature of each stockholder who signs the consent. No written consent shall be filed with effective to take the Managers or action that is the Secretary subject of the Company and shall be maintained consent unless, within 60 days after the date of the earliest dated consent delivered to the Corporation in the Company records. Any Member giving manner required by this Section 11, a written consent, consent or the Member's proxy holders, may revoke the consent by a writing received consents signed by the Managers holder or Secretary holders of shares having not less than the Company before written consents of the minimum number of votes required that would be necessary to authorize take the proposed action have been filedthat is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Unless Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the consents Corporation’s principal place of all Members entitled business shall be addressed to vote have been solicited in writing: (i) the President or Chief Executive Officer of the Corporation. Prompt notice of the taking of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, action by stockholders without a meeting by less than unanimous written consent, consent shall be given at least ten (10) days before the consummation of the action authorized by such approval; and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled stockholders who did not consent in writing to vote who have not consented in writingthe action.

Appears in 1 contract

Samples: Plan of Merger (Edmonds 5 Inc.)

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