Action Without a Meeting; Telephonic Meetings. (a) Notwithstanding Section 5.3, on any matter requiring an approval or consent of the Board of Directors under this Agreement or the Act, the Board of Directors or any committee thereof may take such action without a meeting and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the members of such committee, as applicable. (b) Any Director may participate in a meeting of the Board of Directors or any committee thereof, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 5.4(b) shall constitute presence in person at such meeting.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (McGraw-Hill Companies Inc), Contribution Agreement (McGraw-Hill Companies Inc)
Action Without a Meeting; Telephonic Meetings. (a) Notwithstanding Section 5.3, on On any matter requiring an approval or consent of the Board of Directors under this Agreement or the LLC Act, the Board of Directors or any committee thereof may take such action without a meeting meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so takentaken and presented for approval to all applicable Directors, shall be signed by all of the Directors or all of the members a majority of such committee, as applicableDirectors.
(b) Any Director may at such Director’s discretion, participate in a meeting meetings of the Board of Directors or any committee thereof, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one another. Participation in a telephonic meeting pursuant to this Section 5.4(b5.8(b) shall constitute presence in person at such meetingmeeting and shall constitute a waiver of any deficiency of notice.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chrysler Group LLC)
Action Without a Meeting; Telephonic Meetings. (a) Notwithstanding Section 5.3, on On any matter requiring an approval or consent of the Board of Directors under this Agreement or the LLC Act, the Board of Directors or any committee thereof may take such action without a meeting 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 all of the Directors or all of the members of such committee, as applicableDirectors.
(b) Any Director may at such Director's discretion, participate in a meeting meetings of the Board of Directors or any committee thereof, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one another. Participation in a telephonic meeting pursuant to this Section 5.4(b5.9(b) shall constitute presence in person at such meetingmeeting and shall constitute a waiver of any deficiency of notice.
Appears in 1 contract
Samples: Settlement Agreement
Action Without a Meeting; Telephonic Meetings. (a) Notwithstanding Section 5.3, on On any matter requiring an approval or consent of the Board of Directors Members under this Agreement or the Act, the Board of Directors or any committee thereof Members may take such action without a meeting and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all Members representing the requisite number of votes required to approve the Directors or all of the members taking of such committee, as applicableaction.
(b) Any Director Members may participate in a meeting meetings of the Board of Directors or any committee thereof, Members by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one anothereach other. Participation in a telephonic meeting pursuant to this Section 5.4(b) 4.10 shall constitute presence in person at such meetingmeeting and shall constitute a waiver of any deficiency of notice.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Prudential Financial Inc)